


Avengers: Prime

by Shocknawe425



Category: Avengers: Earth's Mightiest Heroes, Transformers: Prime
Genre: Action/Adventure, F/M, Romance
Language: English
Status: In-Progress
Published: 2019-01-24
Updated: 2019-04-10
Packaged: 2019-10-15 13:48:51
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 30
Words: 415,664
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/17529881
Author URL: https://archiveofourown.org/users/Shocknawe425/pseuds/Shocknawe425
Summary: After the events of Transformer Prime, Predacons Rising, the Earth has changed, but it may still need a Prime. Nicholas Prince, AKA Nova Prime is sent to Earth to be part of a team of heroes to defend the Earth. Some threats may come from Cybertron, but one threat will come from beneath the Earth. Will the Prime also find someone he can come to care about or another?





	1. Mission and Return

**_Chapter 1: Mission and Return._ **

**_Unknown Dimension_ **

In the world there are many different variations of reality, one such is a plain of existence that does not really follow the laws of space and time. This world is covered by a thick fog that rises up just a little then continues in every direction, no matter how far you go. The sky is not the light blue with the clouds and sun, it is like looking at the universe with no obstructions, just thousands of stars, constellations, and nebulas that fill the sky. In all terms, this plain was incredibly peaceful, like a realm devoted to the sweet peace and tranquility. That was until some shots flew overhead and some crashes were heard.

In the realm was a large, white, gold and silver robot, bright blue optics filled with determination. Standing at about twenty feet, the robot was incredibly advanced, sharing some characteristics with that of an eighteen-wheeler semi. It was carrying a gun that could rival a cannon. The robot was fighting against a larger more dangerous robot. The robot was a dark gray color, large chunky arms, and legs, a red visor pierced through the mist as the robot clenched its fists while glaring at the white robot.

"Keep your defense up, look for a weakness and strike," advised a voice. Hovering above the two robots was a smaller light blue robot with bright blue eyes and a glowing blue circle on its chest. He was floating above the white robot, sitting in a monk style, despite nothing underneath him.

"I know Micronus," yelled the white robot as it charged forward firing its blaster at the robot. The now identified Micronus is an interesting being, one of the thirteen original Primes of Cybertron to be exact. He was currently training a young Prime that came to being a short while ago. The larger raised its arms to block the shots fired by the white; the projectiles were composed of energy and traveled through the air in a blue glow. The shots were enough to cause the larger to stumble slightly with each hit. Once close enough, the white placed its blaster on its back and swung a hard left into the robot's lower left half of the abdomen, taking a large chunk of plating to come off. The white robot spun around and threw another left, this time into the larger's head, causing it to fall backward and collapse.

"Well done Nova, you have improved greatly since Primus brought you here," complimented Micronus as he floated down. The robot now identified as Nova nodded. Micronus waved his hand, the robot that Nova had fought glowed blue for a second before it pixelated and disappeared.

"It has been a year and a half since I was brought here by dad. But I agree, I have improved but I still have a lot to learn," said Nova modestly as he looked at the Prime. The Prime nodded that he was correct, he then gestured for Nova to follow him. Nova walking beside the hovering Prime as he led Nova to a certain area of the Prime's realm.

"While I believe that you are correct that you still need training, Primus believes that you are ready for a side mission to your task," began Micronus as he stopped just in front of a certain area. Nova was slightly confused by the sentence.

"What side mission?" asked the young Prime. Micronus just looked to the mist that had begun to form. In a few seconds, a huge gold and silver titan was standing before the two. To anyone else, they would have thought they were looking at God, but to the Cybertronian race, this was their creator: Primus. Nova waved at Primus.

"Hi, dad," said Nova as he casually greeted his father. Primus chuckled warmly at the greeting.

"Hello Nicholas, how has your training been?" asked Primus as he looked down warmly at his son.

"It's been good; Micronus hasn't been slacking off on the lessons," began Nova as he recounted his training with the minicon. Micronus shot Nova a half-hearted glare, knowing that Nova was just joking. Nova recalled all the lessons he learned, strategies he has learned, how to fight, weaponry, and how to control his two modes; Brute Mode and Hyper Mode. Nova then stopped recounting his lessons when he remembered something that hurt him emotionally a while back. Primus noticed this, sending a sympathetic look to his son.

"Your mother would have been proud to see you learning to defend those who cannot defend themselves," comforted Primus as he knelt down and placed an impossibly large finger on the side of Nova's metallic cheek. Nova looked down, personally blaming himself what happened that dark day.

* * *

 

**_Flashback_ **

_In a small town in Virginia, a good sized house could be seen. The house was not large nor was it small, painted a white with some brick going around the front. A driveway led to a garage. The occupants of the home were a Miss Jane Prince and her son, Nicholas Prince. Nicholas was a sixteen-year-old high school student who had good grades, always helped out where ever he felt he could. In a way, he was a sort of Good Samaritan but that would be sort of sugar coating it since he does have a temper when it came to bullies. He was about 5'9", weighed 185 lbs., and had brown hair, bright blue eyes, and tan skin. His mother was also an equally good person. Working as a nurse at the local hospital and, when she could, at a soup kitchen to help the homeless population of the town. At the hospital Jane was one of the most dedicated nurses, always doing what she can for her patients. Make no mistake, though, Jane would not take shit from anyone for anything._

_Like on one occasion, Jane was heading home from the hospital she worked, she was heading to her car when a thief tried stealing her purse, instead of giving him her purse, Jane gave him a black eye and a busted shoulder. The thief learned a lesson from her; do not get on the wrong side of her. Nick also tried to do his best to help his mother by working as a lifeguard during the summer break. Nick was very good at his job, keeping the pool in order and such; that changed one day when he was heading home from work. Taking the same route like he always did, something happened. Nick was walking down a side road, one that heads through some woods, when a large white and black car came rolling up to him. The car was wide, three spikes were fashioned above the front fenders in a streamlined way. The drivers' seat was more of a cockpit than an actual seat. Large wheels and dual spoilers were at the back._

_"Can I help you?" asked Nick as he took a step back, a bad feeling in the pit of his stomach._

_"Actually you can help," said whoever was inside the car, except when the person spoke, the cockpit window flashed. Nick was now wondering if there was actually anyone in there. Several plates began shifting and the car had transformed into an enormous robot with a purple face, blood red eyes, and an eerie symbol on its chest. The robots' hands began to crackle with energy. "You can help me by perishing."_

_Nick dove to the left, just as the robot shot a lightning bolt at him. The robot casually walked over to Nick, who was pushing himself to his feet and took off running. The robot put barely any effort into catching up with him given the huge stride it had over Nick's. Nick was fit so he had a minor advantage over the robot's arrogance but said robot was catching up. Nick ran past a few trees as he tried to lose his attacker in them, but the robot was right behind him. Nick hid behind a tree, trying to find some way to escape the huge robot._

**_"Do not worry, I am here,"_ ** _said a gentle but powerful voice from somewhere. Nick jumped nearly out of his skin when he heard the voice. He looked around for whoever said was here to help. He got his answer when a vessel of light appeared in a nearby clearing. The light began to form into another robot, this one more noble and friendly looking as if a sort of knight. "Galvatron, leave the boy alone."_

_The silver robot from before walked into the clearing seeing a challenger. "Ha, like I will listen to you Primus," Galvatron scoffed as he raised his hand and fired a bolt of lightning at Primus. In response, Primus raised his left hand and blocked the burst of electrons. Galvatron seemed a little ticked at the gesture and in response he growled._

_"So, you've got some power Primus," began Galvatron, his optics scanning the area as he looked for some weakness. He found his target when he saw Nick hiding behind a tree, "But for all that power, you're still soft."_

_Galvatron fired another bolt of lightning, this time at Nick, causing Primus to dive roll in the blast and take the impact. The lightning had caused some minor damage to him but not much. Galvatron just laughed mockingly at his creator. "As much as I will miss our little reunion, I think I know where to find an easier target."_

_Galvatron transformed into his vehicle mode and sped off through the trees. Seeing him leave, Nick abandoned his cover to go check on his savior. "Are you okay?"_

_Primus sat up and saw Nick had come over to see if he was all right. "Yes, I am fine. Though, I should be the one asking if you are alright, child," began Primus as he began to talk with Nick._

_"I'm okay, thanks," said Nick as he looked up at the Cybertronian, "But why did you save me back there?"_

_"For starters, it was the right thing to do and for another reason; you see there was a more personal reason I interfered," began Primus as he explained his reason for saving Nick._

_"What was it?" before Primus could answer, a small glow seemed to pierce through Nicks' shirt. Looking down at where it was coming from, Nick pulled out a sort of medallion, nothing really special but a sort of metal card with blue circuitry._

_"Do you know where you received that?" asked Primus as his optics seemed to light up with a minuscule amount of excitement. Nick looked down at the medallion._

_"My mom said that it belonged to my father and that it was very important to her and him. But my dad left a long time ago, something really important happened and he had to go and make sure that whoever was in trouble was helped; or that is what my mom told me," answered Nick as he looked at the device around his neck._

_"Your mother's name wouldn't happen to be Janet Prince, would it?"_

_"Yeah, wait do you know her?"_

_"I should, I married her," that last sentence nearly blew Nick off his feet because standing in front of him was a thirty-foot tall robot that saved his ass from a villain._

_"Really? You're my dad?" asked Nick in disbelief, mild anger, but mostly happiness to see his father. Primus nodded that he was his father, a warm smile showed that he was not lying. Nick did not really know what to do next, then he remembered what Galvatron had said._

_"What did Galvatron mean about an easier target?" Nick asked aloud, till a horrible gut feeling crossed him. Primus noticed this and frowned. Primus stood up and looked at the direction Galvatron had taken off._

_"He has a lot of nerve," muttered the celestial being as his body glowed. Nick was also bathed in a similar glow as his body began to increase in size. Nick was having a sort of freak out when his skin shimmered and became metal, he felt stronger than he was before, his head shaping itself into a sort of helmet with some wings, for lack of a better word, were on either side. His chest broadened, more muscular, his arms became longer and covered in strong plating. He stood up, just shy of fifty feet while Primus was a whopping eighty-feet._

_"What just happened?" asked Nick as he looked at his hands and body. Primus decided to give him a crash course explanation._

_"Nicholas, you are half-human half-Cybertronian, I will explain further about history later. Right now, we must find your mother," began Primus. Nick nodded, Primus raised a hand and a green vortex or portal appeared a few meters from where they were. Primus walked through with Nick trailing behind. Upon passing through, they found themselves on Nick's home street, and in front of a smoldering wreckage of his home._

_"MOM!" Nick ran towards the blaze, not hearing Primus' call for him to wait. Nick walked into the wreckage and looked around, then he saw the tattered and torn shirt that his mother's scrub she wore when at work. Nick then saw a haunting image, one that caused him to fall to his knees. Coolant began to roll down his metallic cheeks as he cried over his loss. Primus walked over to Nick and placed a hand on his back. Bending down on one knee he placed himself beside Nick as he mourned his loss. That's when Primus heard some sirens in the distance._

_"Nicholas we must go," Primus began. Nick looked up for a moment, then back down. He then saw a picture of him and his mother in the rubble. Carefully picking it up, he stood shakily as he and Primus vanished from sight._

**_End Flashback_**

* * *

 

A tear or two could be seen on Nick's cheek, which he brushed away with his hand. He looked up and took a sigh as he saw his father. He knew that he was mourning the loss of his wife just as Nick was mourning his mother. He looked at the same picture from before, one he kept in a compartment in his arm at all times.

"What was it you wanted to see me about?" asked Nova, going back to the task at hand.

"Nova, I fear that the Earth may be in danger and that you must go there and help defend it earlier than we had intended." Nova raised a metallic eyebrow at the sentence. "You see since you came here, Earth has changed, new humans with extraordinary powers and technology have begun to emerge and I want you to make sure that the Earth is kept safe. Don't worry, there are humans that possess powers and use them for good. There is a group of these humans who work together to keep the world safe. I believe that you can help make sure the world is safe on Earth. I sense that there will be more Decepticons on Earth in the near future, and Galvatron may be one of them." Primus noted how Nova clenched his hands into tight fists at the mention of his name.

"Nova, while you are on Earth, you will require a tool to help aid against most threats you will encounter. Some of these threats will go far beyond what you have faced here," added Micronus. Nova was about to ask, but a small blue orb appeared in front of him, the orb began to dim and a silhouette of a small device could be seen. It appeared to be a plan handle, but for anyone who was familiar with Cybertronian technology, this was a very powerful device: a Decepticon Hunter to be precise.

"Nice," said Nova as he took the device and placed it on his back. Looking back up at Primus, Nova had one question.

"When do I go?"

"You may leave whenever you are ready." Nova nodded and saw a portal open up a few meters to his right. Looking at the portal, he walked towards it, stopping just on the edge and looked back at his father, "One more thing," called out Primus, "The energy that flows around the Earth has changed. You or any Cybertronian won't be as large as you once were. You can still transform, and for you to be able to become human at any time." Nova nodded and waved at him, which Primus returned, Nova then turned back to the portal and disappeared.

"Be safe my son," murmured Primus as he watched the portal close. Micronus then cleared his throat to get his creator's attention.

"Sir, what do you think the odds of him finding someone he can relate to?" asked the Minicon Prime. Primus looked down at his creation, a small smile forming, this smile caused the Prime to pinch his nose and groan slightly. "You do know that the other Primes are not fond of one of their own forming a relationship."

"They were fine with Optimus and Elita One," countered Primus. Micronus was about to retort but stopped when he remembered that was true. Primus looked up at the sky, silently sending a message to his son, 'May you find someone you love Nova.'

* * *

 

**_Mid-West, North America_ **

In the darkness of the night, a calm forest stood strong. A gentle breeze caused the trees to sway, the soft ground covered with pine needles, all seemed at peace here. That was until a bright flash erupted in a clearing, the flash died down to reveal a portal, twelve feet in diameter, swirling in a green and blue mix. Through the portal, a white and gold robot emerged, approximately eight feet tall, and five feet wide, Nova Prime returned to Earth.

"There's no place like home," whispered Nova to himself as he felt the bed of pine needles beneath his pedes.

His moment of return was broken when he heard a low growl. Nova whipped around to face the source, pulling out his rifle on instinct. From the shadows, a large monster crept out, mouth hanging open, revealing a maw filled with razor sharp teeth. Standing at ten feet, it appeared to be some sort of ape-lion hybrid with white fur, large claws, and black empty eyes glared at Nova.

"What in the pit are you?" demanded Nova as he stood his ground, rifle aimed right for the monsters center mass.

The monster only roared in response, and sprinted at Nova, "Not friendly!" Nova pulled the trigger and a loud crack broke the night air. A blue projectile shot from his rifle's barrel and slammed into the monster, sending it flying back and into a tree. The monster shook its head in aggravation and charged again. Nova placed his rifle back on his back and readied himself for the monster. The monster leaped into the air and swung its' claws down. Nova predicted this and dive rolled to the side. The monster landed on the ground however it did not have any time to react when Nova grabbed it by the back of its neck and threw it into another tree.

The monster charged again, and Nova readied himself once more, this time when the monster attacked, he blocked the vicious swing of its claws and sent a haymaker into the beast temple, knocking it off balance and dazed. Taking the advantage, Nova threw a brutal right hook, then swung a left cross, the monster not able to do anything except take the punishment.

Wanting to end the fight, Nova grabbed the monster by the neck and raised it off the ground. Pulling his right fist back, he swung as hard as he could, directly into the creature's face. The impact caused more than a few teeth to go flying, as well as some blood and saliva. The monster spiraled in the air before crashing back down, unconscious. Nova's brief victory was broken when he heard the sound of guns cocking.

Turning around, Nova saw a dozen military personnel standing around him, rifles aimed at his chest and head. Most of the soldiers wore dark blue uniforms with a patch on the shoulder of an eagle. What stood out to Nova was how futuristic the weapons were, as well as the fact that some of the personnel wore some armor suits with cannons aimed at him.

Behind him, Nova saw some soldiers go around to the monster, a large cage with them, most likely to contain whatever the creature was.

"By order of S.H.I.E.L.D." called out a semi-synthesized voice, "Power down immediately."

After the order was sent out, some of the soldiers began to close in on Nova. Instead of surrendering, Nova snapped his battle mask shut and got into a combat stance.

Out of the man, one came walking towards Nova, not really afraid that Nova had at least five feet height on him. The man was Caucasian with brown hair and blue eyes. Unlike the military personnel, he wore a black suit, white shirt, black tie, black pants, and black shoes. He looked at Nova for a moment, then looked over at the creature that was being loaded into the cage. "I assume you were the one to take down the Wendigo?"

Nova narrowed his optics for a moment, before slowly nodding.

"Impressive," complimented the man while he adorned a grin, "On behalf of S.H.I.E.L.D., I would like to personally thank you." After the sentence, his grin turned to a frown. "Now I'm gonna have to ask you to power down and kindly come with us." His tone made it less of a request and more of an order.

"I do not believe so." replied Nova, his optics carefully studying his actions, looking for any sign of deceit.

Several soldiers charged up the rifles, a few laser dots were on Nova's chest. The man raised his hand to order them to stand down.

"Now you don't understand," the man said, "we can't leave a Mutant as powerful as you running around. You might be seen and cause some trouble."

While Nova understood the logic behind his words, one thing caught his attention, "I am not a mutant, I am an alien from the planet Cybertron."

"Well that changes things," correct the man, "We can't have an alien wandering the Earth with supervision. Now are you going to come with me or are things going to get messy?" There was a detectable amount of smugness in the man's words, enough for Nova to clench his hands.

"I'll take my chances." growled Nova, unseen, two handles poked themselves up from his back. His patience was already meeting its end and was continuously shortening.

The man just sighed, somewhat disappointed. "Alright then," said the man while taking out a pistol, "Take him."

In a flash, Nova's hands grabbed the handles and he pulled out twin silver katanas. Thanks to the training from the Primes, Nova was skilled in many different forms of combat and weapons.

The soldiers opened fired on Nova, who swung his blades in dozens of different angles, deflecting the lasers heading for him. After some time, Nova then deflected the shots back at the soldiers, hitting the ground in front of them. This caused enough of a distraction for Nova to activate his jetpack, his wings folding out, and allow him to take off into the sky. The soldiers treated firing at Nova but he performed some aerial tricks to avoid being shot.

Once he thought he put enough distance between himself and this S.H.I.E.L.D., he was proven wrong when an aircraft rose in front of him. While it appeared to be similar to a fighter, it had a large undercarriage and articulated thrusters to allow it to hover or to be able to reach high speeds. The sudden obstruction caused Nova to stop just beside the jet then take off in the opposite direction, back over the clearing.

On the ground, the soldiers were now prepared to deal with Nova, some taking up firing position, while the armored ones activated their suits thrusters so that they flew above Nova. With no time to dodge the shots fired at Nova, all he could do was shield himself the best he could. While the shots did not breach his armor plating, the still proved to be annoying to the Prime and packed enough power to knock his wings stability off. With no stability, Nova crashed into the ground, causing a small trench to form.

A soldier ran up to where Nova was and fired a projectile from what could be described as a rocket launcher. The projectile turned out to be a small disc that stopped just in front of Nova. Suddenly, a blue bubble formed around Nova from the disc, shutting him inside a large dome.

The man from earlier walked up to the bubble, a smug grin on his face. "Like I said before, you're coming with us."

While his battle mask hid it, it was Nova who was grinning. "You really don't know about my race. Guess the U.S. military are better at keeping secrets than I thought."

"That bubble is made of pure energy," pointed out the man with a laugh, "What do you think you're going to do? Stab it with your sword?"

Nova retracted his battle mask, showing his grin to the man. "That's exactly what I plan to do." With that, Nova placed his katanas back in the sheaths. He then grabbed his Decepticon Hunter. Imagining his sword, which was a long double blade sword, extended from the handle. Taking it in both hands, he shut his optics and concentrated. The blade then began to glow with light blue energy and crackle with lightning. He then flipped the sword around so the tip was aimed at the bubble. Nova then thrust his sword forward, the blade slicing through the bubble like it was tissue paper. Then with a battle cry, Nova whipped the sword around in a circle, slicing the bubble in half. Following the motion, Nova then thrust the sword into the ground, causing a burst of electricity to shoot through the dirt.

While the electricity left the man in the suit unharmed, it did effect his men, causing them all to cry out in pain. Not to kill them, just overload their senses and knock them unconscious. Nova then pulled his sword out of the ground and flip it around so he was holding it backhanded.

"If I were you, I would do some research," Stated Nova as he bent down to look at the man directly in the face. "Try the Jasper, Nevada case file. That one might shed some light." With that, Nova extended his wings once more and shot off into the night sky. Heading straight up before shooting off into the east, faster than any jet could catch up to him.

To say that the man in the suit was stunned would be an understatement: he was flat out blown out of the water. Some being had just sliced through an energy bubble capable of containing the hulk like nothing. However it was not only what just happened that stunned him, it is what the being had said; did the military really have a secret that S.H.I.E.L.D. didn't even know about?

"Agent Coulson," said an agent who had regained consciousness and had come over to the man in the suit. "What are your orders?"

"Contact Fury," responded Coulson, "Tell him we have an alien on the loose. And tell him that his race may have connections with the military. And get me the Jasper Nevada case file."

* * *

 

**_New York City, New York_ **

Nova flew from the forest at a breakneck speed. While a part of him felt bad that he did not really give this S.H.I.E.L.D a chance, but he was still a teenager and did not really mature all the way yet. While Prime and his team left a pretty big impression on the Earth with the war, he couldn't really see how they could not recognize a Cybertronian of all species. It had only been what like three years since Prime and the others left the Earth.

As he flew off towards the rising sun, he noticed a large city coming into view. After a few moment, Nova saw that it was actually New York. Guess that the space bridge put him out in New York state. Taking an extra amount of care while approaching the city, Nova flew down to an alley, one that was empty, and assumed his human form. Standing at 5'9, Nick Prince did not really appear that different from anyone. Wearing a white leather jacket, black t-shirt, black jeans, and gray tennis shoes.

Walking out of the alley, Nick continued on like nothing had happened, careful to keep his head down around security cameras. As he was walking, Nick saw a newspaper with last week’s day on it on the ground. Stepping down to pick it up, Nick was surprised to see what he read. The newspaper title said 'The Daily Bugle' and on the front page was a man wearing a red and blue suit with web-like patterns on it. The man's name was Spider-Man, and to the quote from the newspaper, was a "Menace" to society. How much had Earth changed when Nick left with Primus? Who was this hero? Flipping through the newspaper, Nick saw some names of more heroes.

Other headlines include, 'Iron Man Saves UN', 'Ant-Man and Wasp take down Whirlwind', and 'Thor defeats Wrecking Crew'. Wait, what? Thor as in the actually Thor from Norse mythology? What happened to the Earth? Discarding the newspaper in a recycling can on his left. Nick walked down the street, looking around the street, seeing that the people were all going about like everything was normally, but one thing bothered Nick. If Earth had heroes like the ones he just read about, was he really needed.

Nick was so lost in thought, he didn't realize he had walked all the way to the docks. That's when he noticed he was standing in a shadow. Looking up, Nick saw a flying aircraft carrier, roughly the same size as the Decepticon flagship, the nemesis, perhaps a bit smaller than the ship. With something like that, was the Prime really needed that much? The thought kind of hurt Nick slightly, being slightly eager to help out with whatever, only to find the world was pretty capable of handling itself.

However, the sound of an explosion broke Nick out of his thoughts when he saw the side of the tremendous ship explode outward. A section of some sort of building jutting out. Several more explosion coursed across the machine, more segments of some sort of building coming into view. The toll of the damage was apparent when the aircraft carrier crashed in the bay.

Going completely on instinct, Nick assumed his Cybertronian form and sprinted down to the edge of the dock. Leaping off, Nova activated his jetpack and flew to the sinking ship.

While he was a Prime, a part of him couldn't help but be slightly excited to actually be in a real situation. Nova shook his head, composing himself for the situation, lives were on the line as Nova flew down to the sinking ship.


	2. Breakout

**_Chapter 2: Break Out_ **

On the bridge of the S.H.I.E.L.D. Helicarrier, dozens of technicians and pilots were furiously trying to stabilize the massive aircraft. At the center of the bridge, a dark-skinned man, wearing a stand S.H.I.E.L.D. uniform, with black puffy hair with some white near the sides, an eyepatch that covered his left eye, while, his right eye was brown in color. To S.H.I.E.L.D., this was Director Nick Fury, and his day had gone from bad to worse. To start off, he had received reports that a Cybertronian was back on Earth, and now the S.H.I.E.L.D. Helicarrier was going down into the bay.

"Someone get to engineering. Tell them to get us back into the air." ordered Fury, "And someone shut that alarm off." that last order came with a noticeable amount of annoyance.

"Director Fury," a female agent said while she stood by a console, "A report just came in from the Vault."

"Do I look like I have time for this, Hill?!" yelled Fury, his patience was well over.

"Listen to me!" Hill barked at her superior, but quickly corrected herself when she received a glare from Fury, "Sir, automated reports are coming in from the Vault and the Cube. Their systems have gone offline, and no one is responding from the Big House."

Fury narrowed his remaining eye at the information. The Big House was a prison created to hold supervillains at a smaller size so it could be held within the Helicarrier, however, the prison was now full size once more. "Something is seriously wrong." stated Fury grimly.

* * *

 

Within the halls of the sinking Helicarrier, a single S.H.I.E.L.D. agent stumbled out, clearly dazed at the current situation. From behind him, a cable shot out of a wall of smoke, wrapping around him and lifting him into the air. The cables started to constrict the agent, crushing the life from him.

The one responsible for the attack was a man who was wearing an orange and blue suit with lizard-like scale design. His name was Constrictor, a known supervillain from the Big House. The security measures within the Big House meant to hold the prisoners had somehow failed, unleashing every single villain inside the prison. Right now, Constrictor was living up to his infamous name. "Payback time." Constrictor hissed with glee.

Before he could crush the agent any further, a yellow beam struck him right in the back, causing him to drop the agent. Another beam sent him into a wall, dazed.

"Back off ugly!" A young female voice rang out. The origin was a woman about the age of twenty-five, with blue eyes and short auburn hair. With a shapely figure, she wore a strapless black and yellow dress, black leggings, yellow gloves and boots, and a yellow headset that looked similar to antennas, over her ears. Janet Van Dyne, aka Wasp, was a partner to Hank Pym, aka Ant-Man, and at times a hero. Janet wants to be a full-time hero, but she is always busy scheduling for Hank and his appointments. She and Hank had both been inside the Helicarrier when the Big House returned to full size. Hank had wanted to check the Big House to see if there were any bugs in the system. Understatement of the day.

At the moment, Janet was in her hero mode, meaning her current height was only one inch and two yellow transparent insect-like wings. Janet was checking on the agent to make sure that he was alright. She was then knocked away from the agent when a cable shot out at her and knocked her into a wall. Wasp fell to the ground as Constrictor stalked over to her and stood right above her, ready to crush Wasp under his boot. "Time to crush the bug." Taunted Constrictor as he prepared to bring his boot down.

Before Constrictor could bring his boot down, a powerful energy bolt slammed right into his chest, sending him flying through the air and into a wall where he was knocked unconscious. Wasp looked up at to see where Constrictor had gone before turning around to see a massive, to her current size, robot painted white, gold, and some black standing behind her. In his hands was a rifle, the barrel smoking. Raising the rifle away from her general direction, the robot pumped a small handle beneath the barrel of the rifle and a metal bullet shell came out and clang beside her.

"Not on my watch." stated the robot in a low voice.

Wasp then flew up to the face of the robot, hands glowing as she readied herself in case it was hostile. "You've got three seconds to tell me who you are or I'm gonna put you down hard." threatened Wasp as she pointed her glowing hands at it.

The robot cocked his head to the right, then the lower portion of his face plate shifted back to reveal a metallic mouth. "I'm Nova Prime, and you must be Wasp, and that must have been a villain. Please say yes, cause I would kick myself if I ended up attacking the wrong person."

"Uh, hi Nova, I'm Wasp and yes that guy you shot, he was a bad guy." Wasp then turned around to see where Constrictor lay. "Is he alright?"

"He'll be fine, I used a stun burst of energy, the worst he'll feel is a headache when he wakes up." reassured Nova as he walked over to him. "So what happened here, besides the obvious chaos and destruction."

Wasp looked at Nova with a large amount of curiosity, She had met a few heroes in her team as one, even Iron Man, but she never met one that looked like him. Was he an Iron Man wannabe? Was he a new S.H.I.E.L.D. weapon? Maybe Hank could find out. That's when she remembered why she was even on the Helicarrier.

"Nova!" exclaimed Wasp as she flew up to his face again, "We have to get Ant-Man! He was inside the Big House when the explosion happened! He was with all the supervillains! We have to help him, now!" Nova nodded at the urgency in her words.

"You lead, I'll follow." came his reply as Nova's wings folded out and he lifted off the ground a few inches. Wasp nodded and flew off into the Helicarrier, Nova trying behind until he was beside Wasp. "Once we find Ant-Man, we'll get him and anyone else aboard the carrier to safety."

Wasp nodded and pulled ahead slightly, Nova keeping careful not to go too fast to avoid destroying the inside of the Helicarrier. As Wasp and Nova flew, Wasp decided to ask her new ally some questions.

"So what are you? A robot or a man in a fancy suit like Iron Man?" asked Wasp as she looked back at Nova.

"I'm an alien from another planet called Cybertron." Answered Nova as he flew behind Wasp. "I'm literally living technology."

Wasp looked back at Nova. "Cool."

"Yep."

* * *

 

Inside the Big House, things were not going well for Ant-Man, alias Dr. Henry 'Hank' Pym. He was currently running through the ruins of the former Big House. Being a man of an average build, wearing a red and black suit, with a special belt with two buttons on either side, a silver helmet that covered the majority of his face, save for his mouth. The helmet also had two antennas on top and white one-way lenses that shielded his eyes. Ant-Man was currently attempting to escape one of the villains that broke out, Whirlwind.

The tornado villain was able to knock Hank down onto his chest, allowing Whirlwind to flip him onto his back so he could grab his shirt and pull the scientist towards his face to glare into Ant-Man's eyes.

"After I'm through with you," threatened the villain, "I'm gonna find that bug girl and tear her apart."

Ant-Man only groaned in pain as he had taken a lot of punishment from several villains he had tried to rehabilitate. Despite being a hero, Hank was also a pacifist, always trying to find a way to solve conflicts through reasoning and words, not violence and fighting. From behind Ant-Man came a low growl, thankfully Whirlwind did not hear it. Ant-Man looked behind himself to see another villain emerging from the rubble, the Griffin. The Griffin looked up at Ant-Man and then flew up to attack, giving Ant-Man an idea. "I'd let you tell Wasp yourself, but you're about to get knocked out." quipped Ant-Man as he activated his suits Pym Particles, shrinking him down, leaving Whirlwind to get tackled by Griffin.

Ant-Man fell a few yards down until he was caught by Wasp. "So, how's your day been?" asked Wasp in a cheerful tone.

"Painful." groaned Ant-Man as he hung onto Wasp's arms.

Griffin suddenly appeared above them, having recovered from the accidental head on crash with Whirlwind. Before he could crush them, a white blur shoulder checked him into a wall, cracking the ruined stone further. "Bad Kitty!" quipped Nova as he pointed at the now unconscious form of Griffin. Nova then turned around to face Ant-Man and Wasp. "You two alright?"

"Jan, could you care to introduce me to your new friend." asked Ant-Man, his fascination in what Nova was drowned out his cautious side.

"Right," answered Wasp, "Ant-Man, Nova Prime. Nova Prime, Ant-Man."

"Pleasure to meet you Ant-Man, though I wish it were under better circumstances." greeted Nova while gesturing around them. "Was there anyone else within the Big House when the breakout happened?"

"No, I was the only one inside when the Big House malfunctioned," Ant-Man explained after shaking his head. "Right now, I think we should get out as well. The entire ship is sinking, everyone else should have been evacuated by now." The two flyers nodded in agreement. Nova turned to one of the walls that were the outer hull. He pulled out his rifle and fired.

* * *

 

Around the same time, Fury was heading towards a barge, aboard a helicopter with several other agents. The director of S.H.I.E.L.D. was concerned about the situation at the final of the four prisons designed to hold supervillains. He received reports from the first three about the containment failures, and now he was heading to the last to make sure containment was at full force.

The helicopter landed on the barge, Fury and the agents all disembarked from the helicopter. "Look alive, boys." Ordered Fury as he took point. "Shoot first, ask questions later." With that, he and his men began to head for the elevator, only to stop in their tracks when they felt the deck beneath began shaking. Then with a sudden jolt, the barge lifted into the air, out of the water, revealing a long elevator shaft that was connected to the barge. At the opposite end of the barge was a large dome like structure. In the sky, the Raft floated above the bay.

"Evac now!" yelled Fury to his men heading directly towards the helicopter. "Abort the mission! Everyone off this barge!" Fury was one step away from the chopper some sort of invisible force stopped him in his tracks. He was then pulled up into the air, turning him towards the source of the invisible force. The source was a Caucasian man with black hair and a beard with some white streaks and black hair. He also wore a light blue and white suit, two white belts around his waist and white shoulder pads.

Trying to escape the villain's grasp, Fury pulled out his pistol and took aim, however, the villain merely moved his pointer finger and Fury's pistol was yanked from his grasp. The director of S.H.I.E.L.D. glared up at the man, uttering one name.

"Graviton."

Approximately one decade prior to the current day, Franklin Hall, ingenious physicists, was asked by Fury to join S.H.I.E.L.D. to work on the super soldier project. Hall agreed and experimented with the use of Gravity, however, the experiment itself went sideways very fast. Ignoring Fury's order to shut the experiment down, Hall continued his work and nearly paid the price with his life when the experiment failed. Hall woke up in a hospital, discovering he had the power to manipulate Gravity itself. Blaming Fury for the accident, Hall attempted to escape but was sedated using a powerful knockout gas that rendered him unconscious. Placed inside the Raft, Hall woke when the breakout occurred, ten years had passed, and Hall wanted payback for the imprisonment.

Now that he had his freedom, and in his control with the power of gravity, the S.H.I.E.L.D. prison and the director himself hung in his grasp. Hall glared down upon the man who imprisoned him for so long.

"What do you want, Hall?" demanded Fury, but a part of him could guess what the former physicist wanted.

"Oh, I think you know exactly what I want." spat Hall, his eyes glowing thanks to the power he possessed, "I want to treat you with the same level of kindness you've shown me. I'm going to take years off your life." With that, Hall began closing his right hand, the air around his hand became distorted, and Fury began to feel a tremendous amount of pain course through his body. Hall used his powers to compress the molecules within him, so he was literally crushing the director into nothing. The pain subsided for a second, "On second thought, I think I'll take them all." Hall closed his hand all the way, the same pain and pressure coming back in full force.

A few moments earlier, Nova, Wasp, and Ant-Man had escaped the sinking Helicarrier and were now standing on a pier watching the scene unfold. Ant-Man had returned to his normal size. Before either Wasp or Ant-Man could really question what was happening, Nova saw the Raft, Fury, and Graviton being suspended in the air thanks to Graviton's power. Acting on instinct, not bothering to give Wasp or Ant-Man a heads up, Nova gunned his thrusters, taking off from the pier in a few seconds. Before he could make it all the way to the villain, an object shot past Nova. The Prime stopped mid-air watching what appeared to be a hammer heading right for the gravity villain. At first glance, Nova did not really think the hammer would do that much, but when the hammer collided with Graviton, both hammer and villain were cascading back.

Without Graviton's concentration holding up the Raft or Fury, the facility and director began falling down towards the bay. Nova dove down towards Fury, hand outstretched, Nova grabbed the directors in his larger hand and slowed their descent before turning back to the pier.

"What the... Who are you?" demanded Fury as he looked up to his savior.

"Ask me again when the situation is contained." replied Nova as he looked back to see Graviton flying after them.

Flying towards the pier, Nova saw someone flying in the direction of the hammer and Graviton. He was a large and heavily built man with enormous muscular arms with long legs. Wearing black armor with silver disks on the chest, a long red cape, silver helmet, blue leggings, red wristbands, a golden belt, and golden shoes. The man held out his hand, the hammer from earlier returning to him.

This was Thor, Prince of Asgard, and his hammer, Mjolnir, the source of his godly power. At first, Nova had been skeptical that this was the actual Thor, but after seeing Thor in person, those thoughts were put to rest.

"Your power is impressive for a mortal." said Thor, using old English dialect and grammar. "Stand down now before anyone is hurt, and you may yet walk away from this." Thor lifted Mjolnir to back up his threat.

Graviton flew up to meet Thor, hovering a short distance from the thunder god, supposedly without fear. "Fury called me Graviton." began Hall, a slight hint of madness laced in his words. "Fury, he knows I can control gravity. I can do anything." Stated Hall as he raised his arms, his eyes glowing with power. "I'll crush Fury, I'll crush you. And then I'll show the world the power I have."

"I think not, villain." Thor then took Mjolnir by the strap and spun it around to gain momentum and launch himself at Graviton. "Have at thee!"

As Thor and Graviton began to fight, Nova had flown down to the pier to drop Fury off and to group up with Wasp and Ant-Man. Placing Fury on the pier, Nova landed next to them, his battle mask retracting and his wings folding back. The director took a long look at Nova, the Prime unfazed by the man's look.

"Anything you'd like to tell us Fury?" asked Ant-Man, a twinge of sarcasm laced in his words as he looked at the S.H.I.E.L.D. director.

"Not really," answered Fury as he turned on his heel and activated his communicator. "S.H.I.E.L.D. command. This Director Fury. I am declaring an Omega-level emergency. Every S.H.I.E.L.D. agent, Hulkbuster unit, the U.N. forces, they are all under my direct control."

"Wow, Nick Fury is actually worried." commented Wasp as she looked at her friends.

"And I think we should be as well." added Nova as he looked up at the raging fight between the god and the Grava kinetic.

Ant-Man, however, was not going to take no for an answer. "Who is he?"

"Dr. Franklin Hall." answered Fury.

"The physicist? No one's heard from him in years. Not since he joined S.H.I.E.L.D." Ant-Man's helmet retracted, revealing a man with light brown hair and soft brown eyes, ones filled with concern. "What happened to him?" his question also carried an amount of concern.

"That's classified." responded Fury, however, Nova wasn't going to accept that as an answer.

"Director, if you have any information regard Dr. Hall, it would be vital to share that information with us so that we may be able to contain this man and prevent any injuries if possible. The lives of the innocent or on the line as well as your own." Fury turned to glare at Nova, but the Prime raised his hands in a sign of peace. "I'm not threatening you, I'm pointing out what Hall might do if he gets to you."

"You don't give me a lecture on putting people at risk." seethed Fury, his glare worsening through his remaining eye. "Especially after you escaped custody earlier today mister Cybertronian."

The two heroes widened their eyes at this.

"Yeah that's right," Fury continued as he turned to Ant-Man and Wasp, "Your alien friend here came out of some sort of energy anomaly, also I got reports that this Cybertronian was able to slice through an energy barrier capable of containing the Hulk like butter." Fury then turned to Nova, "Though I have one question: You an Autobot or Decepticon, and what's your business back on Earth?" Nova's face could have been described as carved from stone.

"Explanation will come later Director, and to answer your question, my name is Nova Prime, descendant of Optimus Prime, former leader of the Autobots," answered Nova as he began to walk to the edge of the pier. Stopped a few feet before the end, Nova's wings extended, and Nova glanced over his shoulder, "As for why I am here, I am only here to help defend Earth and get my life together. For the I need to do what I do best."

"Being?" asked Ant-Man.

"Fighting the noblest of fights; the defense and service of the innocent." with that, Nova's engine roared to life and the Prime took off into the air, heading straight for the fight.

* * *

 

The battle between Thor and Graviton was not going well for the thunderer, while his first attack caught the villain off guard, that changed dramatically as the battle raged on. Thor swung Mjolnir at Graviton multiple times, only to be stopped by an invisible shield each time. While Thor continued to attack Graviton head on, the villain had actually left his rear flank exposed, a weakness Nova was going to exploit. Flying at Graviton from behind, Nova pulled out his cannon and took aim at the villain, knowing that the only way to do anything against a villain like this, he would have to use full power. The barrel of the rifle began to glow as Nova fired an explosive round at Graviton's back. The shot collided with Graviton, sending him flying forward, past Thor and into the ocean.

Thor turned to Nova as the Prime pulled the pump of his rifle back, ejecting a spent shell from the rifle's chamber. "What manner of creature or you?" asked Thor to his new ally.

"My name is Nova Prime, I am here to help stop Graviton before any harm can be wrought." answered Nova as he hovered next to Thor.

From behind the two, Graviton erupted from the bay, his eyes glaring hatefully at Nova. Thor narrowed his own eyes at the return of Graviton, his hammer crackling with electricity. "Then let us do battle Nova Prime, for this villain must know that we defend this realm!" Called out Thor as he flew forward. Nova followed behind, trading out his rifle for his long sword. Thor attacked first, swing his hammer against Graviton's shield. Nova flew around his left flank, his sword crackling with electricity, then Nova sent a beam of lightning at the gravity villain. Graviton merely raised his hand and the lightning was diverted down into the water, causing a burst of water and electricity. Graviton then gestured his hand out, sending both heroes flying back but the two were able to stabilize themselves as the flew back at the villain.

On the pier, Wasp, Ant-Man, and Fury were watching the battle unfold. At this point, Wasp had lost her last shred of restraint. "We have to help," stated Wasp out loud to both me, causing both to turn towards her. "If they're going to risk their lives for our planet, then we have no right to do any less."

Ant-Man sent Wasp a worried look, while Fury remained passive. While Ant-Man did agree that they needed to help the two heroes, Janet was just way too inexperienced and way out of her depth to be taking on a villain that can control a fundamental force.

"Jan, be reasonable we can't-" whatever he was going to say was lost to the world.

"I can't just stand here and watch this," retorted Wasp, her words completely laced with determination. "We have to do something. If Thor and Nova can't stop him, he'll come after the city."

Fury narrowed his one eye. "You think I don't know that?" asked the director sarcastically, as if it were obvious.

"Jan." began Ant-Man as he placed a hand on Wasps' shoulder, but the hand was brushed off.

"We're talking millions of people; I'm not going to let that happen." stated Wasp as she shrunk down and flew off to help Thor and Nova.

"Jan! Jan, wait!" called Ant-Man as he reached out a hand to try and stop her. Now Ant-Man stood on the pier to watch her fly right into battle as he stood on the sideline to watch.

In the battle, Graviton had caught both Nova and Thor in his gravity field, holding them in place and preventing them from moving. "Can't your feeble minds comprehend what I'M TELLING YOU!?" roared Graviton as his madness induced eyes glared at the heroes. "I control one of the four fundamental forces of reality itself! I can remove gravity's effect on you and send you hurtling into space. OR, I could increase it a thousand fold, LIKE THIS!" To show his power, Graviton raised his right hand and lowered his left, sending Nova hurtling into the sky and Thor directly into the bay where he sunk to the bottom and into the muddy sand.

Seeing the distractions gone, Graviton turned his attention towards the docks where Fury stood. "FURY!" roared Graviton as he sped towards the docks, his mind dead set on his vengeance against the man who locked him away for so long.

The villain made it half way to the docks when he felt a sharp stinging sensation strike him in the face. Graviton stopped midair as he flinched in pain at the sudden sting. "Franklin Hall," said a female voice from somewhere, causing him to look around for the culprit. "you give Theoretical Physicists a bad name," stated the voice as Wasp flew around towards Graviton's face, "Now knock it off before I make you."

"Are you joking?" laughed the villain, as he kinda had the right to considering the power at his disposal and the fact that Wasp was only an inch tall. "With the power at my disposal, there's noth-OW!" yelled Graviton as Wasp shot him in the nose with one of her biostings. Wasp then flew around Graviton, using her small size to her advantage as she flew around the villain, shooting different areas of his body. "OW! OW! OW! AAH!." Graviton cried out in pain as each sting caused him a minor amount of pain and annoyance.

In space, Nova was furiously trying to get back to earth, seeing it get further and further away, until he felt the gravity disturbance subside, Nova directed any available power to his thrusters and shot directly towards the Earth. Upon re-entering the atmosphere, his armored chest began to glow from the heat as he descended like a meteor. Seeing Wasp distracting Graviton, Nova changed his long sword into a large hammer, one that had a large head and long handle. Wasp was still currently attacking Graviton, causing him more and more annoyance, until he sent a wave of gravitational energy right at Wasp sending her flying back.

"GRAAAAVITOOON!" roared Nova as he flew as faced as possible, Graviton turned to see Nova speeding right at him, his face switching to shock. "BEEEGOONNE!" Nova slammed his hammer right into the villain's shield, while Graviton expected it to protect him, he didn't expect, a massive shockwave to erupt between them, the force and momentum that propelled Nova into Graviton were transferred into the shield, sending the villain shooting into the water at a breakneck speed. A large eruption of water shot out as he collided with the water and was sent directly to the bottom of the bay and into the sand.

In the air, Nova hovered, huffing with some exhaustion, not from the attack but from re-entry as the heat sapped some of his strength. Some smoke was seen coming off his frame. Wasp flew up beside Nova as they looked down where Graviton entered the water. "Think he's down?" asked Wasp. A second later, a burst of water erupted from the bay, Graviton glared with absolute rage at Nova, catching him off guard like he did.

"Not even close." groaned Nova as he threw his head back, shoulders slumping in sarcasm. Graviton was about to fly at the two heroes, but suddenly a blur of gold and red slammed into his side. The two objects sped towards the water and once they were close enough, the blur shot a beam of blue energy that sent Graviton into the water once more. Now that the blur had stopped, Nova could now see it was another hero that he had come find out about. The high-tech armor-wearing hero, Iron Man, alias Tony Stark. His armor painted a bright red and gold that shined in the afternoon light. There was a circle of blue light in the center of the suit's chest.

"Hey, Janet." called out the billionaire to Wasp as she flew up closer to the Iron Man face plate. "I knew we traveled in some of the same social circles, but I didn't know you came to parties like these?" joked Iron Man as he greeted Wasp. He then noticed Nova as he flew over to the two heroes.

"And who's your friend?" asked Iron Man as he flew around Nova's structure. "Don't tell me he's another wannabe scientist trying to recreate my design."

Nova raised a metallic eyebrow at that, his battle mask retracting so he could address Tony. "Short version, my name is Nova Prime, I'm here to help, any other explanations will come later."

Iron Man blinked behind his faceplate, taking in the sudden answers. Raising his thumb to show he understood he then turned to Wasp. "So who was that guy? Some crazy physicist?"

"Dr. Franklin Hall, he was hired by S.H.I.E.L.D. to work on something." answered Nova before Wasp took over.

"Tony, I'm so glad to see you." Wasp said with some relief, "I wasn't sure how much longer we could keep this up after-,"any relief disappeared in an instant. "Oh, No! Thor!" screamed Wasp as she flew down to the water.

"What?" yelled Tony as he and Nova flew down to the water beside Wasp.

"Thor." answered Nova, "The Price of Asgard, tall, has long blonde hair, big muscles, and a hammer. Graviton sent him to the bottom of the bay earlier before you arrived."

"We have to help him." declared Wasp as she flew to where the prince was last seen.

Without warning, the water separated, revealing a very annoyed looking Graviton as he did not appreciate the repulsor blast to the face, courtesy of Iron Man.

_"Warning, gravitational field around the target is in flux. Extreme caution advised."_ reported a British voice from inside Iron Man's helmet. This was Tony Stark's trustworthy A.I. butler, J.A.R.V.I.S, that was a program that was uploaded into all Stark Industries tech, including the Iron Man armor.

"Guys, the energy he's putting out, the only comparison is a black hole." warned Iron Man to his allies.

"Then we need to take him down fast." added Nova as he placed his Decepticon Hunter onto his back and pulled out his rifle once more. "OPEN FIRE!" Iron Man, Wasp, and Nova all fired at the Lord of Gravity.

Rather than dodge the incoming projectiles, Graviton merely created a shield around him, effectively blocking all the attacks. He merely sneered at the feeble attempts to hurt him and with a flick of his wrist, he sent both Nova and Iron Man back into the sky.

"NOT AGAIN!" screeched Nova as he had already suffered this fate today. Seeing her two teammates heading for the sky, Wasp flew right at the villain, stinging him once again, this time in an attempt to get her friends back.

On the dock where Ant-Man stood with Fury, watching the battle unfold. Knowing it was time to stop sitting on the sidelines, seeing how easily Graviton had taken out Nova, Iron Man, and Thor, Ant-Man had to put aside his beliefs of reasoning for the greater good.

"What are Graviton's upper limits?" asked Ant-Man as he looked over at Fury, who was still trying to coordinate S.H.I.E.L.D. forces to deal with the current threat.

"We've studied him for years, and as far as we could tell, he doesn't have any." Answered Fury, stopping from his momentary strategic ordering. "What are you going to do, Pym? Talk him down?"

"No, it's too late for that." answered Ant-Man as he reached down to the right side of his belt and pressed down on the button, causing a blue aura to cover him, and increase his size. Fury watched with a neutral expression as a massive shadow was cast over the docks.

Wasp was currently throwing all her stings at whatever part of Graviton she could find, doing her absolute best to annoy him, which she was currently doing a pretty good job at. Graviton, having enough of playing target practice sent a wave of Gravitational energy at her. He was then about to crush Wasp when a pair of giant hands clasped around the gravity, pinning him in place.

The person responsible was Hank Pym, now as his second alter ego, Giant-Man. While his suit remained similar to his original Ant-Man costume, there were some minor differences, like parts of the suit were now glowing blue thanks to the Pym Particles flowing through it, and his mask had two new appendages like feelers on an ant. Standing at roughly 80 feet tall, Giant-Man had his hands wrapped around the gravity villain, trying to keep him contained.

"Hank, you went big!" exclaimed Wasp as she flew up to Giant-Man's face. Hank had explained to her that with the use of the Pym Particles, he would not only gain size but also strength. Until Graviton and the other villains had escaped, Hank had never found a use for it.

"Janet, get out of here, I'll handle Graviton." Said Giant-Man, knowing full well that while his strength was greatly increased, he would not be able to hold Graviton down for long. If he was lucky, Giant-Man would be able to slow him down, at least until S.H.I.E.L.D. came in with backup.

"What? No, we're in this together." responded Wasp stubbornly.

Giant-Man was about to retort, but then a sudden burst of Graviton's power sent him and Janet back, Giant-Man falling onto his back and onto the nearby dock where he crushed the pier under his immense size.

Graviton was beyond furious. Fury could have been dead by now if those heroes hadn't interfered. Seeing his quarry nowhere in sight, Graviton figured he must be hiding within the city, and with the thought of Fury inside the city, he could also show this world it's new masters power.

Raising both his hands, his eyes began to glow and the city began to shake. The citizens all felt the ground tremble beneath them, then suddenly, the entire section of the city began to rise out of the water. Hundreds of thousands of tons of rock now hung in the sky and Graviton smiling manically, with this display of his power no one would dare challenge him, no one would oppose him, and the world will cower beneath his power.

However, that would not go for one hero who was not from this world. A loud battle cry erupted behind him, turning around, Graviton saw Thor heading right for him. Thanks to Giant-Man's attempt to contain Graviton, Thor had been able to break free from Graviton's power and now wanted to bring the villain down.

Thor raised Mjolnir to its zenith, the mystic hammer crackling with power, and slammed it directly into Graviton's shield. The power behind the blow, plus the mystic lightning was enough to send Graviton flying back into the bedrock of Manhattan he lifted into the sky.

With nothing holding the city in the sky, the section of Manhattan began to fall back down to the Earth. Knowing that the impact with the ground would destroy the city, kill all its citizens, and level the surrounding area, Thor flew directly blow the city and began to lower it slowly as best he could. While he was nowhere near as powerful as Graviton, he would at least prevent any major damage to the city or the surrounding areas. Lowering the city back into place, Thor took off into the sky, ready to finish off the villain.

* * *

 

In space, things were not going well for Nova or Iron Man as they tried furiously to get back to the planet, though the field of gravity they were trapped in made that difficult.

"I need more power." demanded Tony as he tried furiously to propel himself back to the planet. Nova looked over to Iron Man, there was just enough oxygen for him to be able to hear the armored hero. Nova raised his hand to his comm. and pressed down on it.

_"Warning, communication breach."_ Informed J.A.R.V.I.S.

_"Iron Man, listen, we have to keep fighting, sooner or later someone will break Graviton's focus, then we can get back to the fight."_ Informed Nova over the comm. Iron Man was about to ask how he managed to hack into his communications when another alert from J.A.R.V.I.S. sounded.

_"Note, Gravitation effect has ceased."_ Iron Man then kicked in his thrusters to their max, and Nova shot off beside him, both ready to take the fight back to Graviton.

* * *

 

Within the city, the ground erupted upward, chunks of rock and some cars began to orbit Graviton as he rose from the ground. Eyes blazing with power, Graviton was prepared this time for any surprises. Or at least he thought he was.

Slamming right into him, Thor's hammer sent Graviton right into the street, tearing up the road as Graviton's body dug a large trench. Thor floated right above Graviton, his hammer returning to his right hand.

"I recommend you stay down, mortal." warned Thor as he hovered right above him.

The self-proclaimed Lord of Gravity rose to his feet, "You think you can stop me?" challenged Graviton as he faced the prince. "I've beaten you before, I can do it again." Graviton tried to attack, but a loud battle cry stopped him in his tracks. Looking right up, Graviton saw Nova barreling right towards him, hammer raised high above him. Nova brought the hammer down on top of Graviton, creating a massive shockwave yet again, shattering several dozen windows and the road beneath Graviton. Nova then flew up out of the cloud of smoke he created when he struck Graviton.

"Then how about me, I smoked you with one well-timed strike." interjected Nova as he hovered by Thor. "But I agree with Thor, surrender now Franklin, for the sake of your well-being, do it."

"NEVER!" roared Graviton as he tried attacking once more, but a massive beam of energy collided with him, completely obstructing him from view. Looking up, Nova saw Iron Man who had flown in to assist them.

"You really should listen to them." advised Iron Man as he flew to around to cut off Graviton from the back.

Graviton was about to attack, again, but was interrupted, again, when a massive foot came down beside him. Looking up, he saw Giant-Man looking down on him. "You're sick, Franklin," said Giant-Man, trying to reason with the villain. "You need help."

"Or possibly more zapping." quipped Wasp as she flew down to Graviton's face, hands glowing with energy.

Graviton looked up at the five heroes who surrounded him, all of them stopped him from getting his revenge, his justice he deserves. It's Fury's fault he lost ten years of his life, ten years he could never get back. No. NO, this will not be allowed, he won't allow this. "No, No, the power I wield-I-YOU ARE NOTHING COMPARED TO ME!" Roared Graviton as he sent a huge wave of gravity outwards, colliding with every hero present. The heroes were all then pinned against the surrounding buildings, Graviton rising into the air, eyes ablaze with power and his hands raised into the air.

"I'M STRONGER THAN ALL OF YOU! I'M THE STRONGEST ONE THERE IS!"

Just as he finished that sentence, a loud crash sounded behind him. Whipping around, Graviton saw someone that made his eyes widen with surprise.

Standing on the roof of the building behind him, a ten-foot tall, six-foot wide creature with green skin, green eyes, green-black hair, and purple pants, that barely fit as the creature had muscles far more powerful than any other being on record. This was the Hulk, the most dangerous man alive.

"You sure about that?" asked Hulk with a smirk. Before he could even respond, Hulk leaped off the building, tackling Graviton across the entire bay towards the opposite side. While in the air, Hulk grabbed Graviton by his waist and threw a brutal punch right in Gravitons face. The two then crash landed in an abandoned shipping yard, causing a large shockwave that sent several containers flying.

With his focus now on the Hulk, the trapped heroes were able to fly towards the site of the battle against the Hulk and Graviton.

Between the two powerhouses, Hulk using his unrivaled strength and Graviton using his powers, the two collided in a fight that easily ranked as something truly out of a movie. Graviton was actually struggling to hold the Hulk back, the onslaught of the gamma infused man was proving more of a challenge than he realized and was paying dearly by being sent across the shipping yard like a ball.

Getting distracted for a split second, Hulk punched Graviton into a crane, then proceeded to attempt and smash the gravity villain, destroying the crane in the process. Graviton tried raising his shield yet again to hold the Hulk off, but Hulk punched right through like it was brittle. The force sent him flying back, and Hulk leaping right after him, roaring at the top of his lungs.

Nova watched in awe as something this powerful existed, sending a silent prayer to Primus that this thing wasn't around during the war cause Megatron would have wanted to use it against the Autobots in a second.

Graviton, getting tired of being used like a rag doll, furiously unleashed his powers to the fullest to stop the Hulk in his tracks. The amount of force was enough to cause the ground around him to sink down.

"Take him." ordered Nova as he and the other heroes flew/ran towards the gravity villain.

This was a bad decision because, with a flick of his wrist, Graviton brought down all them in an instant, pinning them to the ground with an unbelievable amount of pressure.

"Look at you fools," taunted Graviton as he looked down at the incapacitated heroes. "I possess the power of the universe itself. I AM POWER!" Graviton bellowed in pure madness, his eyes glowing furiously as he rose into the air. While lifting into the air, containers, rocks, debris, pretty much anything that was loose was lifted into the air, orbiting the power-crazed villain then picked up enough speed to become a tornado.

The heroes tried desperately to move, but the pressure kept them pinned in place. Nova tried moving, but even in Hyper Mode, he was no match for the power.

"Can't move, any of you can?" asked Nova through a strained voice.

"Nay." responded Thor, "The others?"

Thor received no response since Iron Man, Giant-Man, and Wasp was pinned to the ground.

However, there was one hero that had the strength needed to combat Graviton. It is a known fact that the angrier Hulk gets, the stronger Hulk gets, and right now Hulk was so mad, Graviton would have been safer on the moon, away from the Hulk. In the crater, Hulk began to move, pushing his fists and legs underneath him, Hulk began to rise. His muscles bulged and strained themselves as he pushed them to their limits.

Graviton noticed this, and sent even more pressure down onto the Hulk, causing the crater he was in to deepen. The initial attempt may have been effective for a second, but in a few seconds, Hulk was back to his feet, pushing up to bring the pain to Graviton. To say Graviton was shocked would be understatement, but that shock turned to rage as he sent even more power towards keeping Hulk pinned, anything within the crater was crushed into paper thin pieces, except the Hulk had one thing that Graviton sorely lacked in, Anger. The Hulk felt even more anger, and his strength increasing even more as he was back to his feet in a few seconds. Pushing his hands underneath him, Hulk pushed himself to his feet and began the incredible walk towards Graviton as the villain tried to stop him.

Graviton was absolutely stunned, right now, he was applying enough force to turn an entire city into a fine layer of rubble with the amount of pressure he is putting on the Hulk.

"Nothing is that powerful!" stammered Graviton as some sweat began to roll down his face. "I control gravity, itself!"

Nova was straight up amazed at the display of strength! Not even a Chompazoid who has consumed metal nonstop for over a week would be this strong! Yet the Hulk was able to stroll towards the villain with ease.

Graviton got over his shock and halted all the containers suspended in the air, then sent them all towards the Hulk. The Hulk gritted his teeth as he began to punch the containers away, till they, at last, began to pile up on the Hulk adding to the enormous amount of pressure already present.

The prime groaned as he tried to find a way to help the jade giant, pouring through the wisdom of the Primes contained within the Matrix of Leadership. If there was something in there would allow him to increase his power, it would be there.

_"Oh, for the love of-THINK ABOUT KID!"_  yelled Onyx Prime in his head. At first, Nova did not understand then it hit him, the Matrix WAS power, and if he didn't release the power, only unleash upon himself, he would not suffer from amnesia. Nova then used all the strength he could muster to push himself to his hands and knees.

"Matrix of Leadership, I call upon you!" called out Nova, the power with the Matrix began to spike and Nova felt a rush of power surge through him. Nova then stood to his feet, and began to walk towards the Lord of Gravity.

"Graviton!" bellowed Nova at the top of his voice. Graviton stopped and turned around. "It's time for you to say goodbye." Nova then crossed his arms in front of his chest. Around, arcs of energy began to swirl, his chest glowing a bright blue, then Nova's body erupted in blue flames. Graviton looked in shock at the display, this shock allowed Nova to leap into the air and land a massive uppercut that sent Graviton further into the air.

The attack destroyed Gravitons concentration, allowing Hulk to erupt from the pile of containers right towards the villain. In the air, Graviton was able to steady himself, only to be tackled by a large green object. The two then collided with the ground, casting a cloud of dust into the air.

Once the dust settled, the Hulk was furiously trying to break Graviton's shield. The heroes that had previously been pinned by Graviton were now free and surrounded the villain as Hulk tried to break the shield.

"This isn't possible!" stated Graviton as he sent another wave of power at the heroes. While the others had been sent flying, Nova had only slid back slight, while Hulk was sent into the air. Graviton then flew into the air, picking up as many containers as he could, he sent a barrage of containers right at the Hulk. Nova may have known the heroes for less than an hour, he knew that the Hulk was the heaviest hitter present, and losing him could cost them victory.

"Keep Graviton distracted," ordered Nova as he turned to the heroes. "I shall assist big green." with that Nova's wings extended into the air and he flew up towards the Hulk.

Nodding in agreement, Iron Man blasted his repulsors, Wasp shot her stingers, and Thor hurled Mjolnir right at Graviton. The combined attack was enough to break Graviton's hold on Hulk who was now falling towards the incoming containers. Just as Hulk was about to crash into on container, a blue shot went past him and destroyed the container. The Hulk looked up to see Nova, body ablaze in blue flames and a rifle clutched in his hands.

"You...You're helping me?" asked Hulk, confused as to why anyone would help him.

Nova smirked behind his battle mask to the jolly green giant. "Yeah. Now hit him."

It was Hulks turn to smirk as he and Nova returned to the situation at hand, diving right to gravity villain. With a massive bellow, Hulk slammed both fists into Graviton, sending him and the villain into the ground.

While impressive, it wasn't enough to stop Graviton as he sent a massive chunk of Earth right at the Hulk sending him higher into the air. Flanking the villain, both Wasp and Nova flew around, blasting Graviton, Nova's shots packing more of a punch with the infusion of power from the Matrix. Their attention was soon drawn to Iron Man who flew overhead, and his chest began to glow. Knowing what was coming, Wasp and Nova wisely got out of the way as a massive beam of energy slammed into Graviton from Iron Man's chest. The attack still did not stop him as Graviton lifted a chunk of Earth in the way of them beam in order to block.

Elsewhere, Ant-Man, who was riding an ant, dove right into the water near an abandoned oil tanker. The water flashed with a bright blue as Giant-Man rose out of the water, lifting the oil tanker above his head and hurling it right down on top of Graviton. The impact caused the tanker to explode in a fiery inferno, further sapping Graviton's strength. The explosion caused Graviton to drop all the chunks of Earth he had been previously been holding back down to Earth where they belonged.

High above the battle, Thor hovered in the air, lightning cracking around him as he began to spin Mjolnir above his head, charging up his mystic lightning.

"FOR MIDGARD!" bellowed Thor as he sent a massive burst of lighting right down on top of Graviton. The millions of volt of lightning were enough to cause the Lord of Gravity to scream in pain.

When the lightning subsided, Graviton kneeled at the bottom of a massive crater, scorched and covered in soot from head to two. Graviton looked up at the six heroes, huffing in exhaustion as they looked down at the defeated villain in return.

"Who's strongest now?" taunted Hulk as he looked down at the villain.

"You had the power to do anything, and you used to put millions of lives at risk." said Ant-Man as he shrunk back down to normal size.

"Goes to show how pitiful you really are Hall." added Nova coldly as his body extinguished itself from the flames and his battle mask retracting.

"No kidding." agreed Wasp as she sent one last sting as one final insult to knock out Graviton.

The day had been saved, and justice triumphed.

"Come!" said Thor as he pulled all the Heroes into a bear hug. "Let us celebrate."

"FREEZE!" a familiar voice called out. Looking to the source, the heroes saw Agent Coulson, plus a small army of S.H.I.E.L.D. agents, Hulkbusters, and soldiers all armed to the teeth with weapons. Coulson sporting a very large cannon. "Step away from the Hulk and the Alien. They are fugitives of S.H.I.E.L.D."

The two heroes in question got into a fighting stance, Hulk raising his fists while Nova snapped his battle mask back into place.

Before a single shot could be fired, Iron Man stepped in front of Hulk and Nova, arms stretched out, putting himself between the shot and the two.

"You want these guys, you go through me first. These two saved us all. They're heroes. As sure as any of us are."

The other heroes also joined Iron Man, putting themselves between the two and S.H.I.E.L.D., each one sharing the same look of determination. Nova could not really believe what he was seeing, these heroes, he just met, were willing to defend him and the Hulk? Hulk and Nova shared a look that said the same thing: 'Did not see that coming.'

"Stand down!" ordered another familiar voice. Director Fury came walking up and all present units obeyed. "We've got bigger problems than the Hulk and a Cybertronian... though I want answers from that last one." added Fury will glancing at Nova. "74 supervillains are now on the lose all across the country. Maybe the world by now."

"How did this happen Fury?" demanded Iron Man, a detectable amount of venom laced his words.

"I don't know, but we can find out together." offered the director. "Come work for me, as a S.H.I.E.L.D. agent, you can make a real difference."

Before anyone could say anything, Ant-Man beat them to the punch.

"No, this is your fault, isn't it?" accused Ant-Man as he walked forward. "S.H.I.E.L.D. created Graviton. Whatever you had Hall doing, it changed him. You kept it under wraps, and this happened."

The heroes present all began to glare at Fury, Nova's being particularly bad since this S.H.I.E.L.D. seemed pretty crooked despite its claims. All the heroes knew that they would never work for someone who created Graviton. Until.

"Fury's right." stated Iron Man as he stepped forward, causing a wave of confusion to wash over the heroes.

"What?!" exclaimed Wasp as she was seriously shocked to hear that sentence. "You of all people are going to work for S.H.I.E.L.D.?"

"No, he's right about us making a difference together," explained Iron Man "One-on-one we can take down a villain or two but 74? None of us can do it alone. Together we have a chance. What we did here, it can change things. The world needs us, not as S.H.I.E.L.D. agents; as a team of our own. Together, we can avenge the wrongs caused by all these villains."

"We can be Avengers." concluded Wasp.

"Good name." commented Hulk. Nova nodded as he could see this happening, beings coming together to fight for the greater good. A battle fought for peace and just, is a battle worth fighting. All the heroes seemed to know what they are doing, Hulk and Thor being the powerhouses.

"And what about him?" asked Fury, gesturing to Nova. "I still need to get answers from him, so he needs to come with S.H.I.E.L.D." Nova narrowed his optics, his battle mask folding back.

"Director Fury, I will provide you with all the answers you need, but not within some S.H.I.E.L.D. facility, in neutral ground," stated Nova. Looking around, Nova decided it was best to keep this conversation private. "Is there anywhere we can talk privately?" Nova gestured to the forming crowd of news reporters and citizens.

Fury looked at Nova for a moment before nodding. Nova let out a sigh.

This was going to be a long talk.

**_TO BE CONTINUED..._ **


	3. Revelations

_**Chapter 3: Revelations** _

After S.H.I.E.L.D. had taken Graviton into custody and were currently trying to get the Helicarrier out of the bay, Fury and the newly formed Avengers had left for Stark Tower. When they arrived, Nova quickly learned that secret identities were basically pointless when the heroes all told him their real names. Ant-Man is a scientist and pacifist named Dr. Hank Pym, Wasp is Hanks' secretary (but to the Prime they were something more than that), Hulk was a scientist named Bruce Banner who experimented with Gamma Radiation, resulting in the creation of the Hulk, a separate being from Bruce Banner, so Hulk literally had a voice in his head as did Bruce. Thor was the actual Thor from Norse myth, much to Nova's surprise, but Myth does often contain truth, and lastly Iron Man who is worldly known as Tony Stark, the owner of the building and Stark Industries.

The five heroes and Fury were all waiting in Tony's office, waiting for an explanation from their mechanical alien friend.

Standing in front of his homes heroes who were still in costume, save for Tony who opted to remove his helmet. While he felt obligated to share his origin and who he is, Nova also knew by doing so, he would be painting a giant target on their backs given the Decepticons that could still be on Earth, Galvatron among them. But the way they fought alongside him against Graviton, and how they defended him and hulk against the military, any doubt in his mind was laid to rest.

Fury decided to start things off, "So how about you start off by telling us who you are and what you're doing here on Earth."

Nova nodded and looked around to face the heroes. Before he entered the office, he took the liberty of disengaging Hyper Mode, losing height so he was now seven feet tall and four feet wide, leaving his trailer just outside the tower, much to the heroes surprise/interest.

"Well to start things off," began Nova, his body began to glow blue, the plating began to shift into clothing, skin, etc. After a moment, a teen with brown hair, bright blue eyes, about five feet and nine inches, medium build, and tan skin. The teen looked to be about eighteen, wearing a white leather jacket, black t-shirt, black jeans, and white tennis shoes. "My real name is Nicholas Prince."

Around the room, there were different levels of shocked expressions, even Fury, in all his training could not help from widening his eye in surprise at the turn of events.

"A Kid?" said Tony in disbelief "A robot more advanced than anything I've seen, and it's a kid?"

"I'm not your knight in shining armor," quipped Nick as he shook off the disbelief like it was nothing. "And to answer a question about how long I've been able to do this, I've been able to change forms for about a year and a half now."

"A year and a half?" repeated Fury, clearly not believing what Nick had just said. A specific part of S.H.I.E.L.D. was to keep tabs on all heroes, mutants, villains, and any potential threats. If someone like this had this kind of power, it was highly unlikely that he could go unnoticed for so long. Right now, he would prefer to have this kid someplace more secure so he could properly interrogate him, however, he doubted that the present heroes would allow such a thing.

"To explain more about me, I may need to go into some history about an alien race that once was on Earth," explained Nick as he stood in the center of the room. "we'll have to start at the very beginning," Nick began. Placing his left hand on the side of his temple, his eyes began to glow and a beam of light shot at the ceiling. A large holographic dome formed around the present heroes as the dome lit up and the universe came into view. "You see, before the beginning of time and space, there were two beings: Primus and Unicron." Two figures appeared, on was a bright gold and white robotic titan that displayed an aura of nobility and peace. The other was covered in hundreds of spikes and had a black and dark lavender glow while it seemed like the being was full of hate and chaos. "These two being could arguably be the sources of all good and all evil. Primus is the incarnation of creation, and Unicron the incarnation of destruction and chaos. These two forces fought for thousands of years and battles were waged more times than can be counted. Primus saw that the battle was going nowhere and created the Thirteen Primes." The dome projected the images of the battles between Primus and Unicron, the creation of the Primes, and the defeat of Unicron. Everyone watched in wonder at the events they were seeing before them.

"So Prime is a title not so much as a name." inquired Thor, which Nick nodded that this was true.

"The Thirteen Primes fought together to defeat Unicron and with their combined powers, were they able to defeat Unicron and cast him out. Primus then went on a created one of the first planets in the universe: Cybertron. He became the very core of the planet and through him, life flourished on Cybertron. Kinda like Earth, Cybertron had animals like we had the dinosaurs called Predacons." The dome changed scenes again to show hundreds of reptilian animals, most with wings and some that could breathe fire. "It was until and event called the Great Cataclysm did the Predacons go extinct and life began all over again on Cybertron. Over the years that followed, the Cybertronian race evolved, gaining intellect and began a sort of government that brought great joy and prosperity to Cybertron."

Everyone watched as the Cybertronian race flourished once more, hundreds of young robots and elderly alike working together to bring about peace and harmony.

"This point in time was known as the Golden Age, times of peace and understanding of one another. But as time went one, things changed; the government became corrupt and things went south from there. The government had changed into a caste system, the lowest class being treated slaves and the upper as gods. This went on for a while, that was until one Cybertronian stood out among the rest." The dome then projected a gladiatorial arena, and a silver Cybertronian standing on top of the corpse of some sort of creature. "This Cybertronian was different from others; he experienced the harshness of the lower class and demanded that everyone were to be treated as equals. The Cybertronian also took up the name of one of the Thirteen Prime: Megatronus. Megatronus vowed to challenge Cybertron's leadership, demanding everyone be treated as equals. Quickly becoming revolutionary, Megatronus left the gladiatorial arena for the political and seriously gained a lot of followers. It was through his words did he inspire another Cybertronian from the middle class of Cybertron. Orion Pax, a secretary at the Iacon Hall of Records, was inspired by Megatronus and the two began working together, quickly becoming best friends. As time passed, Megatronus decided to change his name to Megatron."

The scenes around the heroes and Fury showed the changes of Megatron's words and how he inspired so many people. Though Janet and Hank became a little concerned when they saw Nick's expression darken.

"However when the two went before the Grand Council of Cybertron, Megatron began to show his true colors. Here Megatron proposed his vision for a just society; proclaiming to overthrow the old guard with force, and arrogantly demanded to be named the next prime. But it was also here that Orion spoke up and provided his own speech for how to obtain a new society. Instead, he believed that this society could be achieved through peace and understanding, not by force of violence. The sparks and minds of the Council were moved by Orion's words; here since the beginning of the Golden Age of Cybertron did someone stand worthy of the title Prime. But that honor could only be achieved by earning the Matrix of Leadership. A vessel of pure energy, the collective wisdom of the Primes."

To show his point, Nick became Nova and his chest opened up, revealing a beautiful crest of energy glowing a bright blue. The light washed over the Avengers and Director as they saw the sacred relic. Closing his chest up, Nova turned back to human and continued his story.

"With his ambitions ruined, Megatron spitefully severed all ties with Orion and the council. Later he came to wage war on Cybertron with his vast legion of followers he named Decepticons. The war that erupted soon consumed the whole planet; poisoning it to the very core: Primus, himself. Orion journeyed to the core of Cybertron in an attempt to reverse the effects, and it was here that he stood before the spark of the very creator himself. Primus sensed the nobility within Orion and bestowed upon him the Matrix of Leadership. It was here that a surprised and humbled Orion took up the Matrix and became the Leader of the Autobots, the leader of Peace, and the Leader of the free: Optimus Prime. With the new leader and Prime, Optimus inspired thousands of followers to combat Megatron and his Decepticons, but he also knew that their home was dying and gave the order to leave Cybertron, to find a temporary home among the stars. This war would rage on for millions of years, each side gaining a foothold on the other, till at last the war would leave Cybertron and come to one of the most unexpected places."

Hulk was incredibly interested as the story continued on. "Where?"

Nick looked at all of the Avengers and Fury, knowing he was going to get a headache out of this (especially from Fury). "The war for Cybertron came to be waged and ended on Earth." Nick saw the shocked expressions from the Avengers and an annoyed look from Fury. Nick held his hand to keep them quiet and to let him explain. "To explain why none of you knew about the war, it was because the UN came to a unanimous conclusion to keep the war a secret when the Autobots first arrived on Earth."

"S.H.I.E.L.D. had a right to know and have a say in this." interrupted Fury.

"As did the people." added Hank as he looked at Nick.

"Well, what was the U.N. supposed to say? 'Hey everyone, just so you know, we're going to be hosting an alien race and their war that has been raging longer than human history.'" Nick raised his hand in an expression to show just how insane it sounded. "The war was ended with Megatron officially proclaiming it back on Cybertron, where he exiled himself from and the planet was healed and could once again support life."

"That doesn't explain why you're here, though." interjected Fury.

Nick nodded at that "Even with the war done, some Decepticons are not going to behave and follow their leader's last order and will continue to cause trouble. Primus predicted that some might come to Earth, considering the war was fought here and originally planned on sending Optimus. But that was before he met my mother." Explained Nick, he reached into his pocket and pulled out his mother's picture. "She and Primus met several years before the war ended. They got married, but Primus had to leave when I was young. I remember him a little, but my mother was a huge part of my life."

Janet noticed that Nick had begun to absentmindedly began to fiddle with a special necklace that hung around his neck. Something told her that Nick was hiding something.

"Nick, what happened to your mother?" Nick looked up at Janet for a second, seeing that he did need to talk to someone about it. "One of the Decepticons heard how there was a new Prime, me, and tracked me down to kill me and take over the Earth. Instead, Primus interfered, stopping the Decepticon from killing me, but that did not stop him doing something else." Nick stood up to look out a window, the dome he created disappeared, leaving him to summon the strength he needed to get out what was bothering him. "The Decepticon targeted and killed my mother in cold blood. Destroying my home, my identity since I disappeared with Primus after the accident, so I have no life here. My life is gone, been gone for a year and a half now. You six are the only ones other than the other primes, Primus, and the Decepticon to know that I am still alive."

To say that the Avengers were shocked to hear what Nick had just told them would be an understatement, however, Fury had one thing to ask Nick.

"If you've been able to change forms for more than a year, then why hasn't S.H.I.E.L.D. heard of you?"

"When Primus saved my life, he knew that I needed to be properly trained with my new abilities and physiology, he took me to the realm of the Primes. There I was trained by the Primes in combat, till I was ready to return to Earth."

"But you have nowhere to go." said Hank as he remembered that Nick had told them he lost his life here. Nick looked back at the Avengers, a small smile forming.

"I have you guys." answered Nick simply as he looked at the five heroes.

"Yeah, you can stay with us since you're an Avenger now." agreed Janet as she looked pretty excited to help Nick out.

"I still have some questions that need to be answered." interrupted Fury as he pulled out his phone and handed it to Nick. On the screen was a silver and gold muscle car (TFP Cliffjumper's vehicle mode minus the horns). "For instance, this car just appeared out of a portal not far from the location you appeared at. There was a note attached to the windshield." Fury then handed Nick the note.

Nick raised an eyebrow before opening the note read the letter.

_You'll need a little something extra if you are to work with the Avengers._

_Can't always rely on your vehicle mode._

_Don't scratch it._

_-P_

Nick let out an amused snort as he read it. This did not go unnoticed by Tony.

"A gift from dad?" asked Tony, subtly guessing who it was from.

"A welcome home gift." answered Nick as he folded the letter up and pushed it into his pocket.

"I'll have it shipped here when we're done inspecting it." said Fury as he put his phone back in his pocket.

"So what now?" asked Nick.

"We have lunch." said Hulk simply as he began for the door.

"I agree." said Thor as he followed Hulk out the door. Soon the other Avengers followed, knowing full well that none of them had eaten since the breakout and fighting Graviton had burned a lot of calories.

* * *

 

Later at night, the Avengers had finished for the day; Nick, Thor, and Hulk all had been given guest rooms within Stark Tower while Tony, Janet, and Hank returned to their own homes for the night. While Nick had been grateful for a chance to rest, since being a Cybertronian within the realm of the Primes, he did not need sleep like he did as a human. Now that he was back on Earth, sleep was something he readily welcomed. However, there was one thing Nick needed to check out before heading to his room. Heading down to the parking garage beneath Stark Tower, Nick walked over to the same car he had been given by his father, Primus. Standing by the car was Agent Coulson, in his hand was the keys to the vehicle.

Nick immediately recognized the agent, a little wary of his presence considering what happened when they first met.

"Guess Fury kept his promise." said Nick as he took the keys from Coulson.

"If there's one thing Fury is good at, it's keeping his word." said Coulson as he began to leave. Nick watched him leave the garage before unlocking the car. Deciding to check to see if there was anything in the trunk, Nick opened the back to see a bunch of his old possession from before his home was destroyed. A part of Nick wanted to cry seeing his memories back to their former glory, another part wanted to kick Primus for making him feel this way, but one emotion drowned out both parts, and that was gratitude. Nick reached in and pulled out a restored image of his mother, small tears forming in his eyes, which he brushed away. Among a few other things was some mementos from Cybertron.

When Nick was in the realm of the Primes, Primus knew that Nick was still human and needed time to just relax. So every now and again, Nick would be allowed to go to Cybertron to just be normal for a while, or about as normal as a half-Cybertronian-half-human could get. There was a picture of himself and one of his friends he made on the alien planet. Putting the pictures back, Nick went around to the driver's seat and sat down. Inside the car, while the outside remained like a classic from 1970, the interior had a more futuristic feel, starting with the onboard computer which was far more advanced than any computer Nick had seen as of yet. In the center of the steering wheel, there was an Autobot symbol. Nick placed his hands on the wheel, taking in the new car smell.

 _"Initiating startup sequence."_ Said a computerized voice from the car, startling Nick.  _"Scanning occupant."_

From the eyes of the Autobot symbol, a wide scanning beam shot out. Nick remained still as the beam swept over his face, starting from the top to the bottom. After taking in his features, the beam shut down.

 _"Identity confirmed,"_ stated the voice,  _"Greetings Nicholas Prince, aka Nova Prime."_

"Who are you?" asked Nick, more than curious about what was going on.

 _"I am Teletran-1. I was assigned by Primus to be your mobile assistant and armory while you are on Earth."_ answered the voice, every time it spoke, the Autobot symbol flashed with each word.

"Wait, you mean you're  _the_  Teletran-1. The same Teletran that was once aboard the Ark?"

 _"Affirmative."_ Being a Cybertronian, or half Cybertronian, Nick felt obligated to familiarize himself with the history of his father's planet. Reading through the old archives given by Optimus, Nick learned a good amount of history from the Prime.

"It's an honor to meet you Teletran." greeted Nick as he placed a hand on the steering wheel.

 _"The honor is mine to once again be working with a Prime."_ returned Teletran. The two continued talking for about half an hour, till fatigue from the recent battle against Graviton began to resurface. Bidding Teletran good night, Nick left the garage to return to his room. Walking to the elevator, Nick ascended up to the correct level, exited the elevator, he began walking back to his room. On his way, Nick saw Thor was standing out in the hallway, looking out a window to the city.

"Thor?" asked Nick, causing the thunderer to turn to the teen. "What are you doing up so late?"

"I could ask thou the same thing." replied Thor, a small amount of smugness in his words when he knew he had a point.

"You got me there," confessed Nick with a chuckle as he stood beside the god. "I was just looking at the gift my father gave me. It's been awhile since I really just relaxed for the sake of it."

"True," agreed Thor as he looked out at the city. "In times like these, a short rest can do a warrior an abundance of good." Nick nodded in agreement, rest is something everyone needs, even Cybertronians.

"Nicholas," began Thor, "You never said how you reacted to the sudden return of your father. Being gone from your childhood, only to return the day your mother died-forgive my curiousness."

"No, you're right Thor, I haven't spoken much about what happened that day, or at least not in detail," confessed Nick as he recounted the loss of his mother, but while he did lose someone who was a huge part of his life, he did gain another in the form of his father. "When my father, Primus, first returned, I was glad to see him return, but when the loss of my mother occurred, I was angry, but I knew this was not his fault. Despite being my father, I knew that at the time he was still regaining his power and his form was limited. When he and I returned to the realm of the Primes, he began to explain why he could not be around for my mother, having to take care of other matters and preserve balance. At first, I was mad, though that was to be expected because I was still a child, but over time, I understood his responsibilities as a creator and protector. I forgave him and he welcomed me in as a Prime, introduced me to my brothers, the other Primes, and the rest is history."

"Aye, I understand the feeling of loss, as well as the feeling of relief," said Thor as he recounted his own memories, "In the many sieges of Asgard, I had fought countless battles and have also lost many friends I had come to consider family. Like you, I had also lost my mother in one such siege."

Nick turned to look at Thor in surprise, Thor nodded and continued his tale. "Despite the loss, I rejoice in knowing that they had a glorious life and are now resting within the halls of Valhalla, for they would not want us to mourn their lives, but celebrate them. To treasure the memories as we once knew them and keep them close to our hearts." Nick nodded in agreement, he was also surprised to hear how Valhalla sounded strangely similar to the Allspark. After a brief moment, Nick sighed and stretched slightly.

"I think now would be a good idea to return to bed, can't fight villains of we aren't properly rested." said Nick as he began to head for his room. Thor chuckled in agreement and returned to his own room.

* * *

 

Morning came and there was a thick tension hanging in the air. Nick had yet to get up and the Avengers and Fury were waiting in Tony's office for the Prime.

Before Fury arrived, Thor had decided to recount the meeting he had last night with Nick. "...Then he said that we should return to our rooms to rest for the coming battles against the villains."

Tony, who was wearing civilian clothing at the moment, was checking a holographic screen with a security camera that was placed in the hallway that led to Nick's room. "Kid's a heavy sleeper, still hasn't gotten up."

"Ugh, I'm this close to going down there and zapping him awake." groaned Janet as he held her pointer finger and thumb closely together to show her point.

"Get in line," said Hulk as he was also losing patience as well. A few more minutes passed before the door to Nick's room opened up on the screen, Nick wearing the same clothing from yesterday. He walked down the hallway, stretching and taking a long yawn as he walked down the hallway. A second before the door opened, Janet had actually said she was going down to wake him up, but Hank was able to point out that he was awake before she made it through the door. As Nick made his way to the office, Tony decided to break the awkward silence as they waited for Nick to arrive.

"So Fury, ever considered putting airbags on the Helicarrier? Could make it easier to keep it from sinking."

Janet and Hulk snickered at that while the Director just narrowed his eye at the billionaire.

Before Tony could make another quip to bug Fury, even more, the door to the office opened up and Nick came in, wearing his white and gold leather jacket, black pants, shirt, and shoes.

"Sorry I'm late." apologized Nick as he walked in and closed the door. "By the way Janet, lovely shirt." complimented Nick, causing Janet to blush ever so slightly.

"What took you so long?" asked Hulk, slightly annoyed at Nick.

"Right, well Cybertronian biology does not require a Cybertronian to sleep that often, and since I was in the realm of the Primes, day and night are not that easily differentiated. So it has been a year and a half since I last slept." explained Nick for his tardiness.

"Understandable, being able to sleep after so long must have been a huge relief." said Hank as he guessed what was going through his head. Tony then stepped forward to talk to Nick next.

"So you ready to become an official Avenger?" asked Tony.

"Yep, yesterday I had some doubts about joining a team because if I did, I would be putting you all at risk of the Decepticons," explained Nick as he recounted the conversation about the Cons still being on Earth. "But after seeing you all fight with determination, skill, and as a team, you would make a few war vets proud to see you fight the good fight." the Avengers smiled at that, knowing that Nick was referring to the Primes. Nick then smiled coyly. "Plus if you guys do run into a Decepticon, someone is gonna have to save you."

The heroes all chuckled at that, Hulk scowled lightly, sharing a proud emotion to see Nick's confidence. Thor was also pretty proud to hear Nick say that he would be part of a team, even with the risk of the Decepticons.

The heroes properly welcomed Nick into the Avengers, since they had already had a small creation of the team before Nick woke up. Receiving a few handshakes, a hug from Wasp, and a clap on the back from Thor and Hulk. The latter almost sending Nick into a window. Their small initiation was interrupted when a cough resounded from Fury. During the whole greeting, Fury had kept his calm demeanor, though a small part of him could arguably be pleased to hear a warrior of his caliber fighting for the greater good.

"I'm not gonna lie," began Fury, "Having someone like you running around with a bunch of vigilantes raises a lot of red flags in my opinion." Fury and Nick eye contact for a minute, Fury trying to see something in the teen if he was what he say he is.

"But if I knew Prime, which I do, then I know you will be able to keep these people in line." said a new voice. The entire room turned around to see a man standing in the doorway, he was wearing a light blue business suit, white shirt, black tie, blue pants, and black shoes. He had dark skin, bushy black hair like fury, minus the graying, and somewhat out of shape. To anyone, this was a random Government agent, but to Nick, it was someone Optimus Prime trusted during the war.

"Agent Fowler?" asked Nick, as he walked up to the man.

"Guess the wisdom of the Primes lets you access previous memories." said Fowler as he smirked.

"Nick, you know this guy?" asked Tony as he looked at the teen.

"Not directly, but Optimus did," answered Nick, "During the war when it was waged on Earth, Fowler here acted as a Liaison between the Autobots and the U.S. government. He and a few others helped the Autobots in many ways during the war." Nick turned back to Fowler. "How are things doing at Unit E?"

"Good, though things got a bit hectic when we saw a bot fighting on the news, which brings us to what I'm doing here." said Fowler as he looked at Nick. It took two seconds for Nick to figure out what was going on.

"You're acting as a liaison between the gov and me." Fowler nodded. Nick looked off to the side for a second before nodding in agreement. "Okay."

"Woah, whoa, wait," said Janet as she stepped up next to Nick. "How do you we can trust him?"

"I can trust him because Optimus trusted, and that's good enough for me," answered Nick. "Besides, during the war, whenever the Decepticons broke into a military base, stole some tech, or just did something, Fowler would inform Team Prime about it."

"And that is carrying over now." answered Fowler as he began to leave for the door. Fury followed behind, though stopped just before the door.

"You've got the right stuff kid, and if you've been trained by someone like Optimus Prime and the others, then you might be able to make this work." said Fury turning to look over his shoulder as his expression softened. "This team might be just what the world needs, Earth's mightiest heroes assembled against a common threat." He then turned back to the door, "While I will give you a free pass today Prince, don't think you're out of this yet. Until your little dimensional realm story checks out, I got my eye on you."

"Would be surprised if you didn't," quipped Nick, a smile crossing his face. "Now get outta here." Fury narrowed his eye before stepping through the door and shutting it.

"I gotta admit, I'm surprised Fury didn't haul you off for an interrogation." said Tony as he looked slightly surprised.

"Indeed," agreed Thor, "I thought he would attempt to further persuade young Nicholas to join him."

"Don't forget," cautioned Hank. "Fury will still be watching Nick, we'll need to be careful so that S.H.I.E.L.D. doesn't label him as a threat." Hulk grunted in agreement.

"I wouldn't worry," interjected Janet. "If S.H.I.E.L.D. does try something, Nick can always transform into his robot form and use that cool jetpack and that other thingy you have."

"Out of curiosity, I would kinda like to see that." said Tony, looking at Nick for some sort of agreement.

Seeing there was no way around this at the moment, Nick only sighed. "I'll let you take a look at it later Tony."

"So now that we're a team, we're going to need a symbol so that people will recognize us." added Nick.

"I've got that covered Nick," answered Tony, "I have a few ideas in mind."

"We could also have a battle cry to rally together and make it a known phrase." Said Nick, most of the heroes looked at Nick, curious as to what he was talking about. "During the war, Optimus had his own battle cry when leading the Autobots. I've actually got a recording of it." Nick reached into his back pocket and pulled out a phone. Going to his recordings, Nick flipped down till he found the recording of Optimus.

 _'Is this really necessary?'_ asked Optimus from within Nick's mind.

_'Yes, yes it is.'_

Turning the volume up, Nick pressed the play button.

 _"Autobots! Transform and roll out!"_ Nick then turned his phone off, looking around to see the somewhat inspired looks in the room.

"If I were an Autobot, I would feel pretty inspired." quipped Janet as she heard the recording. Nick thought for a moment, thinking back to what Fury said earlier, 'Earth's mightiest heroes assembled.' The Avengers...Assembled.

"I think I've got one," said Nick after a quick thought. "Avengers Assemble." suggested the Prime. The heroes in the room thought about it for a moment, a shared a small smile to a degree.

"Has a nice ring to it." said Tony.

"Aye," agreed Thor. "Tis a mighty phrase to be announced."

"Well we are Earth's Mightiest Heroes so." pointed Janet as she also recounted the words of Fury. Hank, however, had a bit of concern in his expression.

"Sounds alright." said Hulk, though Nick saw that a small, almost invisible on the green giant.

"Then we should make it official." said Tony as he raised his right fist into the air, Janet followed, then Hank, not before seeing a look from Janet, Thor raised Mjolnir into the air as well. Hulk at first did not appear to look like he wanted to join in, but with a shrug he raised his fist, Nick being the last one, pulled out his Decepticon Hunter, creating the long sword and raised it up with the heroes.

"AVENGERS ASSEMBLE!"

On this day, The Avengers were born.


	4. Some Assembly Required

**_Chapter 4: Some Assembly Required_ **

**_New York City, New York_ **

In Manhattan, people walked around the city doing their usual routines under the midday sun, but some citizens gave some wary looks as they passed a specific group of people.

A young woman of a stand build, with red hair, green eyes, wearing a dress jacket, plain shirt, gray skirt, and high heels. She was Pepper Potts, assistant to Tony Stark as well as a friend. In her hands was a Stark Data Pad which she used to schedule Tony's appointments, though some may ask why she bothers to considering Tony almost always misses a meeting.

On her left was a giant green muscular man, wearing torn purple pants. The Jolly Green Giant (Though you should never call him that if you want to avoid getting smashed) was known as the Hulk: The Strongest One There is, as he claims.

On Pepper's right was a young teen, wearing a white leather jacket with some gold highlights, a black shirt, black jeans, and white tennis shoes. The teen's name was Nicholas Prince, but to the rest of the world, who discovered his identity when he disengaged his Cybertronian form on live television (much to the Primes annoyance, but to Primus' amusement when he saw his son mentally kicking himself for being so careless), he was known as the rookie hero Nova Prime.

The three were standing in front of a steel gate, leading to a large mansion. Tony, aka Iron Man, asked the newly formed Avengers to meet him up in front of the mansion for some sort of meeting. At the moment, Nick and Hulk were the only ones on time, the others no doubt had some other matters to deal with and were running late. They should probably pick up the pace in order to avoid Hulk's frustration as he was getting impatient.

Looking at her wrist watch, Pepper checked to see the time before huffing in annoyance. She then looked over at Hulk and Nick. "Thank you two for actually being on time, unlike the others." said Pepper with a mix of gratitude and annoyance, likely saved for Tony since he is almost always late for a meeting or misses it entirely.

"Always good to make a good first impression by being on time." replied Nick, "Though I'm surprised I made it on time considering I don't have a watch."

_'Which is why I'm here.'_ said Vector Prime from within Nick's mind. The Primes were all diverse in their own way, Vector Prime was the guardian of Space and Time, the others had their own fields, and to list them all would take a long time. Mentally rolling his eyes, Nick recounted the last week since the last week of events. The teen had been staying at Janet's apartment while Hulk and Thor had been staying at Stark Tower. Whenever the two butted heads with each other which Nick had to act as the voice of peace in order to make sure their bickering didn't go beyond simple taunting or threats. Aside from that, The Avengers had also

Aside from that, The Avengers had also taken down another one of the 74 escaped villains. His name as Mandrill, a baboon-like villain who could hypnotize and produce pheromones. While he was confident he could take on Iron Man and Wasp, but he quickly lost all form of confidence when Nick and the other Avengers arrived. While anticlimactic, Nick was partially glad that a fight was avoided though through an unnecessary show of force. Optimus and a few other Primes taught Nick that a battle avoided is a battle won.

"One down, many more to go." muttered Nick to himself as he recounted the arrest.

During their downtime, Nick had gotten to know his new team better, sharing stories with each other, Nick recounting battles from Optimus' time on Earth and on Cybertron. It felt good to talk to someone new for a change, just being normal even for a little while.

To start with was Tony Stark, aka Iron Man, and self-appointed Leader of the Avengers. At first, Nick had his doubts about Stark leading the team, being a billionaire, playboy with an ego bigger than Metroplex, that and Tony did not really seem like the hero type at first glance. However, after reading Tony's file, Nick could understand why he chose to become a hero. Apparently, Stark Industries used to develop weapons for the military, weapons far more powerful and advanced than most weapons, leading to a test in the Middle East. There, Tony was attacked and held hostage and prisoner by a group of terrorists who possessed and used his own weapons against him. The group wanted Tony to build new weapons for them so that they may overthrow the local military. However, in the initial attack prior to his capture, Tony took a chest full of shrapnel incredibly close to his heart. In order to keep him alive, the terrorists placed an electromagnet within Tony's chest to keep the shrapnel from entering his heart and killing him. A few months of imprisonment, Tony was able to create a miniaturized version of a self-sufficient reactor called an Arc Reactor to power his heart and keep the shrapnel from killing him. With a new drive, Tony built a suit of armor from the parts he was given by the terrorists to create the prototype of his Iron Man suit. Using his new suit, Tony escaped, and since that day, he has devoted himself to destroying the weapons he created and completely stopped all production of Stark Weapons, a change which made Nick very impressed.

Next for Nick was Thor. Despite his medieval mannerisms, Nick found the thunder god of Norse Mythology quite likable and kind. What Nick found interesting was that Thor was actually from an alternate dimension, a realm as Thor would refer to it as, named Asgard. Living with his father, Odin and adopted half-brother, Loki, Thor was surprisingly headstrong (more than now) and cocky as a child. Later when he was older, Thor went to another one of the nine realms, Jotunheim, home of the Frost Giants, against his father's wishes. As punishment, Thor was stripped of his godly powers and banished to Earth, specifically New Mexico. Without his powers, Thor had to learn how to respect other beings in the world, however, Loki was revealed to be jealous and attempted to overthrow Asgard. Thor was able to regain his powers after being reunited with Mjolnir and return to Asgard to defeat his stepbrother. Since then, he and Loki have been fighting ever since, but also, Thor had come to consider Earth as a second home and swore to protect the world. Nick and a few Primes and Primus found honorable.

After Thor was Ant-Man and Wasp, though Nick considered Ant-Man out of place within the Avengers. Dr. Henry 'Hank' Pym is a scientist, a general absent-minded doctor and pacifist, who would rather use communication and rehabilitation to deal with villains, not the normal find them, fight them, arrest them, and figure the rest out later shtick. During his studies, Pym discovered a series of unstable particles, which he named Pym Particles. The particles have the ability to rapidly enlarge and shrink an object exposed to the particles. While shrunk down to the size of an inch, Hank was able to develop a specialized helmet that allowed him to communicate and control ants and other insects. Nick did not really believe Hank was suitable to be a hero; his strong resentment to any form of violence plus his need to try and find other ways to help the villains. Nick found that respectable that he tries incredibly hard to find ways to help the bad guys and not just arrest them and place them in jail and worry about rehab later. During his training, Optimus taught Nick many ways to talk to beings, showing kindness and understanding and try to use violence as a last resort.

From what he could tell about Hank, he was only a hero because of Janet, aka Wasp. While Nick may not know a lot about relationships, he could easily tell that there was something going on between Janet and Hank. Being the friendliest teammate, Nick found Janet as a source of optimism and kindness, quickly becoming friends with her to the point where in a week, Nick had considered Janet as a big sister when he first returned to Earth. Hanging out, going on missions, or just talking to her when she took him out to get new clothing, Nick found Janet's constant chatter and upbeat personality as a source of relief. When discussing a place for Nick to stay, Janet offered her apartment. Nick initially refused, saying he did not want to impose, but after receiving a pout from Janet, enough to even break an elite guardsman, Nick caved in.

Janet Van Dyne is Hanks business partner and a fashion designer, which explained a lot when she and Nick were buying new clothes for him since he had only the clothes on his back when he arrived. Janet's powers originated from the Pym Particles, giving her the ability to shrink her size at will, grow insect wings, and shoot bio stingers from her hands. As near as Nick could tell, Janet was a hero practically for the thrill of it, but despite her childish nature, Nick found no problem when relating to her.

And lastly was Hulk, who Nick got along with just fine since he was the only one Hulk didn't threaten to smash on a regular basis. From the Hulk, he could easily tell that he might get along just fine with the Dinobot commander, Grimlock, considering both of whom solved problems by either crushing it or slashing it to pieces. However, as Nick read the full file, he could see the similarities don't really stop there.

Hulk was formerly known as Bruce Banner, leading expert in Gamma Radiation. While working for the military to attempt and recreate the formula for the 'Super-Soldier Serum' for General Ross. During the creation, Banner was so convinced that the experiment would work that he performed it on himself; the result was the creation of the Hulk. Everyone thought the Hulk was a mindless animal, but apparently, Bruce Banner can turn into the Hulk when he gets angry, and the Hulk is rage given form, similar to how Grimlock can transform into a Tyrannosaurus Rex whenever he gets angry enough. The military has been trying to capture the Hulk so that they may use him as a weapon, but after Harlem, New York, Bruce discovered a way to communicate with the Hulk and influence him into becoming a hero in an attempt to show the world the Hulk is not a monster.

Despite being a bunch of misplaced, unorthodox bunch of humans, gods, and a half alien, Nick felt that the Avengers and he could save the Earth from these villains and maybe a few Decepticons.

Seeing an object coming in closer, Nick looked up to see the Asgardian Prince flying towards them and landing next to Hulk. A wide grin was plastered on his face as Thor landed on the sidewalk.

"Ho Miss Potts, Hulk, and Nicholas," Greeted Thor, "Tis good to see you again. Are you ready for the coming battles?"

Hulk raised an eyebrow before scowling slightly, "You ready to get a watch?"

"At least he wasn't that late," responded Nick before turning to Thor, "But I'm kinda annoyed like Hulk here about how long it took for you to get here. What were you doing by the way?"

"We're here!" greeted the cheerful voice of Wasp as she flew up to the center of the group at eye level. "Sorry we're late, I had to tear Hank away from his lab."

Appearing beside Janet, Hank grew from the ground up, glowing yellow till he was back to normal size, "It was an important experiment." defended Hank as he tried to justify being late while taking off his helmet.

"Friend Pym, I did not see you there," said Thor surprised. "I expected you to be giant."

"Really? Why?" asked Hank, confused.

"Thy giant self seems more useful."

"Being small has its advantages Thor." began Nick as he recounted several points during the war when Jack, Miko, and Raf would use their small size to their advantage during the odd time they had to help the Autobots in the field. Before he could explain why Hulk interrupted.

"Where's Stark?" burst out Hulk as his patience was already pretty thin as it is.

"Sorry. Sorry, everyone," Iron Mans' voice rang out above them showing the armored hero hovering down to the ground before landing near the group as he took off his helmet. "I got caught up in a meeting." His attempt to excuse himself proved pointless as he received a look from Pepper who knew he was lying. "Yeah, I missed that one too." admitted Tony before turning to the Avengers. "Anyway, thank you all for coming and welcome to Avengers' Mansion"

Tony gestured up to the massive building that was beyond the front gate the heroes stood before. It was a massive four-story building with some traditional styling to the exterior.

"This was my-" Iron Man began to explain, but Hulk was done standing around and smashed the gate open, breaking the steel gates right off with a distinct clang before walking towards the mansion.

"You know that was really rude." commented Tony as he looked at the broken gates with a startled expression.

"From the Hulk, should you be surprised?" quipped Nick as he walked towards the mansion with Janet and Thor in tow. Soon Pepper, Hank, and Tony followed the four heroes to the mansion.

On the inside, the Pepper and the Avengers all stood inside the mansions massive main hallway with white marble columns and a grand staircase, leading up to the upper levels of the mansion. Nick had to admit, this was way better than going to work for S.H.I.E.L.D., while they were organized and had a chain of command, it was far too shady for the Primes taste. Nick and the Avengers all looked around the hallway, Thor was more interested in some sort of terminal placed within the wall.

_"Greetings Thor Odinson,"_ The sudden British voice from the terminal as the optical sensor flashed while it spoke caused Thor to reel back in surprise.  _"May I offer you a drink?"_

"What manner of palace is this?" asked Thor towards Tony as he was more than a little unnerved that the 'walls' spoke.

Tony grinned as he began to explain. "This was a museum for the Maria Stark Foundation, my mother's home. I've had it upgraded since the breakout. I thought this could be our headquarters."

"Swanky." commented Wasp as she flew up in the air to get a better view of the hallway.

"Definitely better than any place I've ever been in." agreed Nick with Wasp.

"The mansion is run by J.A.R.V.I.S.," continued Tony, "my personal artificial intelligence. Anything you need, J.A.R.V.I.S. will provide. Say hi, J.A.R.V.I.S."

_"Indeed."_ responded the A.I. as the optic lit up again.

A minute later, Tony began to tour of the mansion, explaining all the details of the house and what each room was and what you could do in them. Their first stop was the kitchen.

"We've got a full kitchen, Chef on call." explained Tony. Wasp flew to Hulk who was at the fridge and landed on his shoulder. There she had a front row seat to Hulk helping himself to the food inside. Wasp grimaced in disgust when Hulk let out a large belch, however her expression only caused Nick to snicker every so quietly.

The tour then took a turn to go upstairs where the bedrooms were located.

"There are twelve rooms, maid service, laundry, room service, theater and lounge, satellite TV and movies, every form of entertainment on the planet." Explained Tony as he turned to Nick for a moment before leaning in to whisper to him to make sure Janet wouldn't here. "I thought this would be a better place to live you, Hulk and Thor. The tower doesn't exactly have a homey feel for Thor or Hulk, and Janet can be a handful."

"She's pretty good, but she can wear you out pretty fast." confessed Nick as he looked to the armored avenger. Nick was no doubt thankful for what Stark had done for them; going out of his way to create an HG for the Avengers but to also find a place for them to stay since Nick couldn't live with Janet permanently. The mansion had a homelike feel no doubt there despite its enormous size.

From the current area, the Avengers then headed for the lounge where a large couch was placed in the middle of the room, looking at a large fireplace. Nick and Janet both took a seat on the couch while Janet picked up a remote and pressed the power button. Above the fireplace was a large painting, which slid up to reveal a 90-inch plasma screen TV. Janet grinned happily while Nick smirked at the sight.

"Are you serious Stark?" asked Hank as he looked around. "This is what you spent a week preparing?"

"Uh, no, I haven't even gotten to the good stuff yet. You're going to need one of these," answered Tony as he reached into his pocket to pull out a handful of cards. Roughly the size of a credit card with a large light blue A on the lift side and in the right corner was a black screen with an image of each Avenger in it. "These ID cards are linked to the entire Stark Satellite Network and will keep us in audio and video communication anywhere in the world. They also give you full access and control of the mansion."

Nick flipped the card over in interest but also in a little disappointment as he had Teletran-1 help him cobble together some communicators for them, only to find out they were not necessary. Nick then looked at Tony for a moment.

"I gotta hand it to you, Tony you don't disappoint." complimented Nick as put the card in his back pocket. Stark grinned at the comment. The other Avengers were inspecting their own cards, that's when Nick saw Pepper hand Hulk his card, albeit, slightly hesitantly.

"I can show you how it-" began Pepper, but was cut off by Hulk.

"You think I can't figure it out?" snapped Hulk as he took the card from Pepper.

"I'm sure you can." replied Pepper as she held her hands in a placating gesture.

Nick said in slight disappointment, being hated and hunted down like an animal for so long must have made it foreign for Hulk to be receiving kindness for a change. Maybe being on a team may help him out with that.

Thor, on the other hand, narrowed his eyes at the treatment of Pepper Hulk was giving and marched right up to the jade giant. "T'would be wise to treat the lady with respect."

"Which lady do you mean, blondie?" shot back Hulk as the two bruisers began to stare each other down, daring the other to blink. The tension getting thicker by the second.

"Guys, I think Stark has some other things he wants to show us," interrupted Nick as he placed himself between Hulk and Thor, "Right?"

Tony nodded and walked to a terminal that was in the room. Holding it up, the device beeped and was followed by the sound of gears moving. Soon the fireplace began to rise up, revealing a hidden elevator passage

Eye's lighting up with interest, Janet shrunk down and flew towards the elevator. "Nifty."

Filling the spacious elevator, the team began to descend into the Earth. After a moment, the elevator shaft disappeared, revealing a massive underground chamber, at the center, was some sort of large pyramid-like structure compressed of some black metal.

"And voilà, the sublevels." presented Tony as the elevator continued to descend.

Once the elevator arrived at its destination, the Avengers all left the machine and walked into a huge open area with ridiculous amounts of technology placed around the area. All-in-all, it looked like something out of a sci-fi movie or TV show.

Continuing the tour, Tony explained the area to the present heroes. "The mansion's got a beyond state of the art lab, space for Hank's modular lab, as well as an armory."

Looking around the area, Hank stopped for a moment to look at all the tech, slightly giddy to working with such sophisticated technology. But if Hank was one thing, it was one of the few people who thought the Avengers wouldn't work as a team. You can't just bring people together and say they're a team, a team needs to earn trust, and for a bunch of strangers who formed over a week ago, trust was going to take time.

Continuing on towards another room, the Avengers came across a massive body of water contained in a large pool. The room was surrounded by glass walls a large roof above. At first glance, a person would think this is a pool.

"Wow, big pool." commented Wasp when she saw it.

"Something tells me that this isn't the pool." disagreed Nick while glancing at Tony.

"And you'd be right, the pool's actually on the roof," confirmed Tony as the sound of mechanical movement followed his sentence. The water suddenly split apart, revealing a hidden area underneath. From the open area came a large, highly advanced aircraft, painted mostly red and white with the red Avengers A on the front left and right side of the nose. "This is a fully functional hangar with two prototype high-speed aerial shuttles. The Quinjets." As Tony explained the aircraft, several hatches opened up, revealing an array of weapons while a force field appeared around the jet. "Weapons, shields, and an airspeed of Mach 8 for those of us who can't fly."

Soon Ant-Man and Hulk looked at Tony glaring at the inventor, "But they can also go into space." added Tony quickly after seeing the glares. Nick was looking at the jet, almost drooling with amazement, eyes wide like a kid on Christmas Day.

"That is what I'm talking about, Tony." stated Nick with absolute admiration. Tony laughed before leaving to continue the tour.

"There is also a training room." He said while walking.

"What, like a gym?" asked Wasp as she and the other followed the inventor.

"Well, kind of." answered Tony while smiling mischievously at the heroes, making them slightly uncomfortable.

A minute later, the Avengers were testing out the new training room in different areas and before long, they realized this was not a gym, this was a death trap.

Quite literally, the entire room was designed to try and kill them. Wasp flew down a dimly light hallway, several missiles chasing after her. Managing to dodge the first two, Wasp was knocked out of the air by the third when it exploded too close for her comfort. The blast was enough to send into a raised platform, causing her to crash into it and wobble in the air for a moment. As she regained herself, another panel opened up and fired three missiles at Wasp who didn't even have time to react to the incoming projectiles. Before the incoming projectiles could hit Wasp, three repulsor shots impacted with the missiles, causing them to explode. Hovering above Wasp, Iron Man held his gauntlets out, the repulsors powering down. Iron Man then landed in front of Wasp, raised his arm, a small section folding back revealing a miniature rocket. He fired the rocket at the panel that fired the missiles destroying it in a massive explosion. Not sticking around, Wasp and Iron Man took off into the air as more weapons emerged from the walls.

In a dimly lit room, elsewhere in the training area: Ant-Man was walking around, till the lights sudden turned on and mechanical tendrils shot out from the walls. The tendrils began to wrap around Ant-Man, however, the size-changer was able to escape thanks to his belt by shrinking his size down to escape. Only making it a few feet, the floor beneath him split apart, catching the miniature hero off guard, causing him to fall in before the panels closed up above him. A few seconds passed before the floor exploded, revealing a semi-annoyed Giant-Man, his upper torso being the only thing actually seen.

In a long corridor, Nova had taken cover behind a corner as a massive Gatling gun fired at him.

"This seems a little excessive, Tony!" yelled Nick over the gun firing. Taking out his rifle, his battle mask snapping shut, Nov dove out from his cover, performing a combat roll forward and fired a large bolt of energy at the gun. The bolt exploded when it collided with the gun, however, Nova's instincts were warning him to be alert. Above him, on the right side of the corridor, a panel opened up and a turret began firing at him. On the left wall, three turrets came out and fired at Nova as well. Rolling around to make himself harder to hit, Nova fired bolt at the first turret before leaping into the air and spun around in the air. Nova fired three shots, each shot hit its target, destroying the turrets. After seeing the turrets destroyed, Nova began his journey through the rest of the training room to see what other traps Tony had outfitted the room with.

Like Nova, Thor was not having a good time, flying up along a cylinder-like hallway, with a central column that had large rotating arms with large wrecking balls at the ends. The thunderer tried several times to maneuver around the wrecking balls, but each time he was struck by one of the arms into a wall. Getting tired of being a ragdoll, Thor charged at the wrecking balls, Mjolnir raised to strike an incoming wrecking ball. When the two weapons struck each other, the wrecking ball was broken right off the arm that held it, sending the ball through several walls. On such wall happened to be the corridor where Nova had just finished destroying a sentry with his katana when he traded it out for the rifle. Nova saw the ball heading right for him and held his ground. Nova held the sword in his hands, waiting for the last second before slicing the ball right in half.

"Careful Thor." warned Nova as he straightened himself out and looked at the Asgardian. Said hero just scratched the back of his head in embarrassment.

Where Hulk was, he didn't even care to move, just stood in the middle of a corridor, arms crossed as he looked down the hallway bored. Down the hallway, several steel doors began closing, effectively shortening the corridor till the final door slid shut in front of the Hulk seemingly crushing him. Instead of being crushed, Hulk just forced the doors apart, using his enormous strength to hold them open. A few seconds later, the doors began to spark as they tried to close till they broke down from the effort. Hulk grabbed one of the doors and ripped it out of the wall and hurled it through the adjacent wall where the Avengers had regrouped. A few heroes looked exhausted from the training, namely Wasp who landed on Nova's shoulder and leaned against his head, huffing from exhaustion. Nova himself was breathing harder than normal, even being trained by the Primes, he was still human and needed rest.

"Is that the best you've got, tin-man?" Hulk smugly shouted at Iron Man, obviously proud that he completely destroyed the machines meant to test his limits.

"It's self-repairing thanks for asking," stated Iron Man as he hovered just above the wreckage, though his mask hid it, Tony smirked at his next sentence. "By the way, that was level 1, of 10."

Nova groaned at the prospect of nine more levels, each one harder than the last. Even training under Onyx Prime was not this bad, but then again, it was just terrifying. Seeing that they were done here, Nova turned back to Nick, Wasp still on Nick's shoulder, huffing and puffing from the ordeal.

"I don't know what will kill me first: The villains or the gym." said Wasp as she sat down on Nick's shoulder.

"Well consider yourself lucky you weren't trained by Onyx Prime, he would have scared you senseless if he was training." reassured Nick as they followed Iron Man.

"How so?" asked Ant-Man as he walked beside the Prime.

"Onyx had this notion that the best way to train someone was to threaten to kill them," explained Nick, receiving two shocked looks from Wasp and Hank. "Yeah I know, I'm surprised I survived at all."

After a brief moment of rest for the heroes, with the exceptions of Thor and Hulk who weren't even fazed by the training room, the tour ended in a large hall with an enormous round table with a red ring on the outer edge, blue in the middle, and a large black A on top.

"And this is the Assembly Hall." informed Tony as he walked in.

The walls stretched up to the roof and seemed to go on forever and were all colored black with a shine.

"All this money you've thrown into this is impressive Tony," commented Ant-Man, though his tone said something else. "We're you bored? Are we your new pet project? Why are we here?"

"Oh, that's a good question. Kind of angry, but that's okay," replied Tony while the team gathered around the round table. "J.A.R.V.I.S., bring up the most wanted list." From the center, a large hologram appeared displaying the faces of the 74 super villains that escaped earlier in the week. Nick recognized a few of these villains before he left with Primus to the Prime's dimension, but only the very historical ones like a few HYDRA villains that were around during the second world war. He also recognized Mandrill and Graviton from earlier. The rest were a mystery Nick; he would need to do some research later to find out more. "74 supervillains escaped the day of the breakout. Graviton is being held by S.H.I.E.L.D. We caught Mandrill, but we've got more work to do."

"What's the word on how the breakout happened?" asked Nick while studying each villain's facial features. Courtesy of Iron Man, Nick read the files about the four super villain prisons; The Vault was designed to hold mainly tech based villains, The Cube held villains who received their powers from radiation (mainly gamma radiation), The Big House held common regular powered villains, and The Raft was the most dangerous of them all, holding only the most powerful or dangerous villains of all like Graviton. On the day of the breakout, each prison mysteriously lost power and shut down at the exact same time, releasing the villains.

"No, S.H.I.E.L.D. hasn't given any word on how all four prisons across the planet shut down simultaneously. It's either Fury is keeping this on an above need to know basis or he doesn't know himself. Either way; just leaves us with work that needs to be done." Answered Tony as he looked at Nick. The teen sighed, not feeling comfortable with having so little knowledge on what caused this and how it can be prevented if it were to happen again.

In Nick peripheral vision, he saw Hulk brooding in the corner, mysteriously talking to himself. Nick turned to look at Hulk, partially concerned for the jade giant. Hulk noticed Nick looking at him and faced the teen. Nick gave Hulk a nod and a thumbs up, however, Hulk just snorted and looked off in another direction. In any case, that was a positive reaction from the Hulk. When Nick turned back to the conversation, he missed the tiny glow green energy in Hulk's eyes before it faded away.

"I know many of these villains," said Thor as he looked at one picture in particular, "The Wrecker and his crew are formidable. His weapon is of unearthly might."

That's when Ant-Man interjected, "If we do recapture them all, where do we put them? The Big House is destroyed. The Vault is destroyed. We haven't heard anything about the Cube."

"I'm working with a colleague on something now," answered Tony, "Reed Richards has proposed a prison that is actually outside this dimension. In a place, he calls the Negative Zone." The name sparked a memory in Nick.

"The Negative Zone sounds kinda like the Shadow Zone." commented Nick as he heard the proposition.

"What's the Shadow Zone?" asked Wasp.

"During the war that was waged on Earth, the Autobots allies were actually temporarily trapped in this sort of limbo-like dimension. Everything appeared as normal like you hadn't even left the Earth, but the main difference is that you can't touch anything but the ground and you're completely invisible and inaudible to anyone outside the Shadow Zone. It's kinda like the worst punishment possible, being trapped in a plane of reality where you can see and hear everything as if you were still on Earth but you can't touch anyone or anything or communicate with anyone," explained Nick.

"So how did they escape?" asked Janet.

"The only known form of communication is text messaging."

As Nick explained, Iron Man and Ant-Man both thought about the possibility of this limbo dimension.

"Is there any way you can access it?" asked Iron Man.

Nick shook his head. "No, in order to do that you would need two Groundbridge portals to overlap each other, causing an energy flux that could seriously harm anyone." earlier in the week, Nick had told Iron Man and Ant-Man about the Autobots' main form of transport: The Groundbridge, a stabilized wormhole that could transport you anywhere across the planet in seconds, and if you add more power to it, add some more components and you could create a Spacebridge.

The two scientists looked down, slightly disappointed, but they should have known it would never have been that easy.

"Shame really," said Tony in a disappointed tone, "Seems like there is a lot of tech from Cybertron that could be very useful..."

Nick then noticed the way Tony was looking at him, knowing full well what Stark had in mind. A gaze like Nick was a piece of meat and Tony was a lion.

"STARK!" barked Nick, causing Tony to jump slightly, as well as Janet and Hank. "I told you before: Cybertronian biology is off limits. Besides, I already gave you the Decepticon Hunter and JARVIS made a holographic blueprint of it, what more do you want?!" The Prime demanded this caused Iron Man to look back at the list of supervillains, his face nearly on par with a five-year-old who was just denied a new toy. It all began when Nick told the Avengers that Cybertronian race was actual living technology, the inventor had been begging the teen to allow him a first-hand look at a transformers biology. Every time Tony asked Nick, he denied him, however, the inventor's argument was that it could benefit the whole team, and while Nick did agree, he didn't want a repeat of MECH should this tech ever get out. When Nick explained why, Tony respected his decision, though that did not stop him continuously asking him for just a peak.

"So it's back to the Negative Zone plan then," stated Ant-Man, taking the conversation back to the main topic. "We don't even know what caused the breakout in the first place. What's to stop it from happening again?"

"Too much talking," growled Hulk as he entered the conversation. "We should just go out and get these guys." stated Hulk while slamming his fist in his hand to emphasize his point.

On Nick's left, Wasp had begun to doze off at the edge of the table. Making sure nothing would happen, Nick intervened.

"Later Hulk, right now let's call it a day, then concentrate on the bad guys and figure out ways to take them down." suggested Nick as he held up a hand in suggestion.

"At least one of you knows what you're doing." snorted Hulk coldly, but this comment was the last straw for Thor.

"I've had enough of you, creature. Your insults end here."

"You want to go, Goldilocks?" Let's go."

"Hulk, Thor stop, both of you," said Nick as he turned into Nova, using his strength to keep them apart. "Instead of beating each other into a pulp and wreck the mansion, instead we should cooperate with each other. Since the three of us are going to be living here full time, I and everyone else would appreciate if we didn't level the place on the first day."

Hulk only grunted and proceeded to leave the hall. Thor seemed to relax slightly with Hulk and then turned to talk with Iron-Man and Ant-Man. Nick turned back to normal as he sighed with relief. On his left, Wasp walked up beside Nick.

"Wow, he's gonna be fun." commented Wasp sarcastically.

"Maybe," agreed Nick, "But you don't have to live with him. Speaking of living, I could use some help packing up my stuff so that I can move into the Mansion."

"You know you don't have to leave yet." offered Wasp as she and Nick began to leave the room while the three other Avengers remained to talk.

"True, but I think Hank might be getting jealous." Nick said teasingly, causing Wasp to blush at the comment. Nick only chuckled as he and Wasp left.

That night, the Avengers were all on break, Ant-Man went back to his lab in Grayburn College, Nick and Wasp went back to her apartment penthouse where Nick packed up his clothing, Hulk and Thor were back at the mansion, hopefully it would still be standing, and Tony was in Star Tower finishing up some business he had.

When the Prime was on the tour with the Avengers, he placed dibs on a specific room that he would be living in. A large room with a king-sized bed, walk-in closet, built-in bathroom, enough space to hold his possessions and perhaps a weapon or two.

Borrowing a suitcase from Janet, Nick packed up his clothing, earlier in the week, he and Janet went out and bought some clothing for the Prime. Being a fashion designer, Janet picked out a lot of clothing for Nick, ranging from formal to casual.

"I want to thank you again, Janet, for doing this for me." thanked Nick as he zipped up the suitcase he was borrowing.

"Hey it's alright," said Janet as she stood outside the guest room Nick had been using since he arrived. Once Nick had all his clothes packed, he and Janet left her apartment to head for the street. "I'll get you a taxi."

"It's alright Janet, besides, I got some cooler." Said Nick as he pulled out his I.D. carried and pressed a button on it. When Nick got the Avengers I.D. card, he decided to link it with Teletran-1. A minute passed before a familiar silver and gold muscle car came rolling up. The car came to a stop just in front of Nick and Janet. Janet was looking at the car with great interest.

"I thought you said you had nothing when you came here?" asked Janet as she looked at Nick.

"Dad decided that I would need something a little extra since I can't always rely on my powers." explained Nick as he opened the trunk and placed the suitcase in. Closing the trunk, he ran around to open up the passenger door for Janet as she got in. Closing the door, Nick ran around to the driver’s door and got in. Pulling his seat belt over his chest, Nick then started the engine using a push start button. The engine roared to life as he drove down the street and began to head for the mansion, more than a little eager to return, for a good reason. His gut said something was wrong.

And he was right

Within the halls of the mansion, the terminal's J.A.R.V.I.S. has control over to monitor the mansion and make sure everything was running accordingly were functioning properly. Or at least they were until some terminals began to fill with static, glitching out till they shut down. Before each terminal shut down, it was able to discern the outline of a feminine figure.

Unable to compute what was happening, the A.I did the next thing it could do in its' programming and alerted the closest person.

Thor was currently sitting in the lounge on the couch, watching the fire within the fireplace blaze. As being raised within a magical realm, Thor had little to no interest in television, not that he fully understood how to operate the device. So continuing to watch the flames, Thor recounted dozens of battles within his past, lost in thought until he was interrupted by a polite British voice.

_"Pardon me, sir,"_ said the voice of J.A.R.V.I.S.,  _"There would appear to be something wrong."_

"What be thy concern, ethereal voice?" asked Thor, more than a little discomforted about what might make a machine concerned.

_"I have no physical evidence of this, but I believe the mansion's systems are being tampered with. I believe there is an intruder."_

With his natural Asgardian luster for battle, Thor stood up from the couch and summoned Mjolnir to him. Out of the corner of his eye, Thor saw Hulk walking passed the doorway.

"Come Hulk," announced Thor cheerfully "Let us patrol the grounds. The house believes we have been infiltrated. Perhaps if we are lucky, we will find battle this night." Holding up Mjolnir to help prove his point.

In spite of his joyful personality, Thor failed to discern the faint green glow that emanated from Hulk's eyes. Hulk merely grunted and stomped up to the thunderer.

"I don't battle. I smash." growled Hulk as he looked down at Thor, "And if you talk to me again, hammer face, I'll smash you."

Thor's grin dissolved quickly, he should have guessed that trying to make merry with an ill-tempered beast like Hulk would be fruitless. Scowling at Hulk, Thor adopted a combat stance.

"If you wish to test your metal against an Asgardian, I am happy to oblige."

The two heavy hitters stood their ground, glaring at the other, daring the other to back down. The tension within the Mansion had become so thick someone could have cut through it like butter. A moment passed before Hulk growled before stepping back.

"I don't need this, I don't need anyone. Tell the others I quit." Hulk yelled as he stomped out of the mansion.

"Good riddance." stated Thor coldly as he watched Hulk leave. A second had barely passed before the television within the lounge flared to life. On the screen was a very concerned Pepper Potts.

"JARVIS just told me the Hulk left," said Pepper as she looked through the screen, "Thor, you have to bring him back."

Why would I do that?"

"Because he's our responsibility. And with the mood he's in, he's liable to tear down the whole city," explained Pepper. "Please go get him."

Thor grumbled as he grudgingly followed Pepper's request. The woman made it practically, if not entirely, impossible to say no to, and so he left to go search for his foul-tempered companion.

* * *

 

In the streets of New York City, people were running terrified of the appearance of the angry Hulk. Despite not done anything aggressive, his mere presence was enough motivation for crowds of people to run screaming.

The people's cries of fear were not helping the Hulks' mood in the least, but what got on his nerves the most was his counterpart: Banner. This was a topic never discussed with anyone, mostly because it was none of their concern or business that he talked with Banner on some occasions. It was Banner who convinced the Hulk to help the other heroes, to prove that he is not a monster like everybody believes. But now something changed, Banner was now telling the Hulk that the Avengers would turn against him, like everyone else, they would only see him as a monster and would try to imprison him the first chance presented. But Hulk didn't believe so; Iron Man, Ant-Man, and Thor aside, Hulk actually believed the heroes were pretty nice, particularly Nick and Wasp. Some unapparent reason left Hulk feeling that the former was being completely honest and believed in him that the Hulk could indeed be the hero the world needs. Could it be that S.H.I.E.L.D. wants to turn him into a weapon or use his biology to create super soldiers, or is it because he lost almost as much as Hulk?

Before Hulk could make a conclusion, he was interrupted by a very annoyed Thor who landed directly in front of Hulk.

"You are to come back to Avenger's Mansion with me, Hulk." stated Thor; actually is was less a statement and more of an order from the Asgardian. His tone leaving no room to argue.

Not even bothering to argue, Hulk just growled and tried to push passed the thunderer. A few paces later, Thor grabbed a hold of Hulk's arm.

"T'was not a request."

This set Hulk off, the bad move on Thor's part caused Hulk to roar and smash a giant fist into Thor, sending the Prince of Asgard flying through the street and into the side of a building. Thor rose from the debris and stared the Hulk down, a tiny smirk formed. He finally had a reason to fight the Hulk.

* * *

 

Nick had just pulled up into the Avenger's car park, heading around back to grab the suitcase he had brought with him. Janet had also gotten out of the car and followed Nick back into the mansion.

"So you and Hank?" began Nick, causing Janet to blush slightly. "I still can't see how you two work so well together."

"How do you mean?" asked Janet.

"Well, Hank's a scientist and pacifist, meaning he tries to use reason and understanding to solve a problem. Both of which a pretty good sources to avoid conflict. But you, you're energetic, fun, fearless, and willing to fight for what you believe in, kinda reminds me of one of Optimus' right-hand-bots during the war."

"Really? Who was it?"

Before Nick could answer, both he and Janet heard a beeping sound, reaching into his pocket, Nick pulled out his I.D. card, seeing it flashing.

"I'll tell you later, right now, I think we need to get going, Was-" before Nick knew it, Janet was already out the door, wearing her Wasp costume. Nick dropped the suitcase and transformed into Nova, still running Nova then transformed into his semi mode and the engine roared as he sped out the door and through the gate, following Wasp as she flew overhead.

* * *

 

**_Central Park_ **

The peaceful night air was a welcomed presence within Central Park but was rudely interrupted by a sudden impact of an Asgardian Prince, crashing into the ground. Center of the park, a massive cloud of dust was cast up when Thor impacted with the ground.

Hulk landed near the impact site, searching for his opponent. His short search was cut even shorter when Thor charged out of the smoke, letting out a war cry as he charged. Mjolnir raised above his head, Thor slammed the mystic weapon directly into Hulk's head, knocking him off balance long enough for Thor swing his hammer again, sending Hulk into a statue. The collision was enough to knock Hulk's I.D. card out of his pocket, but the sight of the card made Hulk angrier as he crushed it under his massive foot. The with a massive roar, Hulk charged forward and leaped at the Asgardian, tackling him mid-air and sending them both through a line of trees. The impact carved a wide trench, marking over half the park.

Hulk and Thor continued to battle, wrestling with each other to a standstill as of present. The fight was interrupted when Wasp and Nova entered the scene.

"Hulk, please stop," Wasp begged, holding her hands in a calming gesture. "Why are you doing this?"

Nova transformed and ran to the side of the fight. "Hulk please calm down, we're not here to attack you." Nova also held his hands up in a position similar to Wasp.

Since Hulk was distracted for a moment by the two, he failed to react towards the incoming fist from Thor that collided with his face, sending Hulk back a few yards. Nova then turned to Thor who was about to continue the fight, but Nova grabbed his arm to stop him. "Thor, stand down, there is no reason to fight."

Hulk pushed himself up, eyes glaring at the heroes, though less so at Nova, seeing how he was trying to stop Thor from attacking. Hulk began to advance towards the Avengers, but Iron Man flew down in front of him and tried to stop him, but even with his boot jets, he was no match for the Hulk's strength. Right now, Hulk's vision was directed specifically at Thor, eyes holding a killer's intent.

"Hulk, Hulk stop this? You have to listen!" Iron Man attempted to reason with the jade giant. Before he could try anymore, an alert from Jarvis sounded from within his armor.

_"Alert, unknown energy detected."_ informed Jarvis as he ran a scan of Hulk, showing the energy was localized around his head. The energy was glowing a sickening green, but on a spectrum, only Tony's armor could detect.

"Hulk, wait, there's something...AH!" cried out Iron Man as Hulk suddenly grabbed a hold of his head and slammed him into the ground. Before Hulk attack, several bio-stings and a few energy blasts from both Wasp and Nova pelted Hulk, the unexpected attack was enough to cause Hulk to change his target, them.

Thor had run over to Iron Man to help him up.

"There's some kind of weird energy around the Hulk, informed Iron Man, he then looked down at Mjolnir, comparing the energy it was giving off to the energy around the Hulk, ”Thor, it's similar to what you hammer is giving off."

Thor's expression darkened at the realization. "Tis dark magic. The Hulk has been enchanted."

Nova stopped firing to look at Thor. "So it would stand to reason that someone is controlling or influencing the Hulk. How do we break the connection?" His attention was drawn back to the Hulk as he shrugged off Wasp's and his initial surprise attack and was now ready to smash them all.

Before the Hulk got past five feet from where he previously stood, a massive hand came down on top of him, pinning him in place. The one responsible was Giant-Man, he had a confident grin on his face.

"I'm guessing this isn't a trust-building exercise." quipped Giant-Man.

Before anyone could respond, Giant-Man was the flipped over the heroes and landed on his back. Hulk released his hold on Giant-Man's hand and leaped into the air. Nova fired some stun blasts at Hulk, but the jade giant shrugged the attacks off. Landing on Giant-Man's head, who was just getting up from being flipped over. Hulk raised his fists into the air, ready to crush Giant-Man's head. Before he could, Hulk saw something coming out of the corner of his eye, it was Thor who was flying right at him, hammer poised to strike him.

The Asgardian swung Mjolnir at Hulk, but he dodged it. The attack caused Thor to lose balance when he missed, leaving him open to Hulk who grabbed his cape and began to spin him around. After picking up enough momentum, Hulk threw Thor across the park.

Giant Man attempted to get Hulk off, but the green bruiser was not making it easy. Iron Man attempted to fly in, intending to tackle the Hulk, but the strongest one there is saw him coming and countered Iron Man's attack by clotheslining him, sending the armored hero into some trees.

Hulk jumped off Giant-Man's head and landed on his shoulder. The size changer then turned to face Hulk, but Hulk sucker punched him in the face. The impact was enough to knock Giant-Man back onto his back, unconscious. Hulk then landed on Giant-Man's chest, hands held up to take his advantage. "Get away from him!" cried out a voice that was followed by several bio-stings and energy blasts from Nova and Wasp, the latter was the one who called out.

The remaining heroes continued their attack, though Nova grudgingly did so since Hulk was not in control of his actions. Their intent was to draw Hulk's attention away from their downed allies. Their attacks, though drew his attention, did little to hurt the Hulk, as he slammed his hands together, creating an enormous shockwave. The force was strong enough to send Wasp flying into a tree where she crashed into and fell unconscious. Nova was able to withstand the attack, though slid back a few feet.

Seeing that he was the only one standing, Nova knew he had to do something. He flipped a panel up on his right arm and pressed a few buttons. "Initiating Brute Mode." stated Nova as his trailer rolled into the park. Several Panels opened up, and several armored pieces flew from the trailer and locked onto Nova, Nova was now standing at nine feet eleven inches. He threw his gun to the side and took up a brawler's stance.

"I don't want to fight you Hulk." said Nova as Hulk charged right at Nova. Hulk swung his right fist at Nova, but the Prime blocked it. Hulk swung his left but was met by the same result. Hulk continued to try and break Nova's defense but was to no avail. Hulk then raised both fists up into the air and slammed them down, however, Nova just managed to jump out of the way. Those few seconds of missing defense was all Hulk needed to shoulder charge right into Nova, knocking him off balance. Nova attempted to regain himself, but a massive green fist slammed right into his temple, a distinct clang echoed throughout the park. Nova fell down, his body glowing and shifted back into Nick, unconscious. See whenever Nova is hit hard enough to knock him unconscious, he reverts back to his human form since he needs to concentrate to keep his Cybertronian form.

Hulk glared down at the human teen before him, raising his hands ready to crush him. Within Hulk's mind, Bruce Banner, who was mysteriously chained up within glowing green chains broke free from his bonds. The release of Banner broke the enchantment that Hulk had been under. Hulk shook his head as he cleared it cleared his confusion and now realized what he had done. Hulk looked down at Nick, guilt flooded into him at what he almost did, the first person to ever come close to be a friend to Hulk, and he had almost smashed him, killed him. With that, he and the entire team would only see him as a monster, nothing would change, ever.

Hulk sighed sadly before he leaped away from the Avengers. Nick came around a moment later, just in time to see Hulk leave; a disheartened expression crossing his face as the Avengers gathered together. They needed to figure out what Hulk's change in behavior meant.

"That went well," said Iron Man sarcastically as he addressed the team. "Is everyone-GAH!" yelped Iron Man suddenly as a giant battle axe became embedded into his armor. The armored Avenger fell back with a thud.

Nick and Thor were stunned long enough by the surprise attack that two blasts of green energy struck them directly in the chests. Nick slid back a few yards while Thor only slid a few feet, dropping Mjolnir in the process. The thunderer attempted to reach for his hammer, but a second later, a bolt of energy enveloped the hammer in a green aura that zapped Thor when he attempted to pick it up.

"The Avengers," purred a feminine voice smoothly, "How unimpressive. You had better hope someone more capable chooses to avenge you."

Nick stood back up as he regrouped with Thor, eyes locked onto two figures that came out of the shadows. The first was a hauntingly beautiful Caucasian woman with a slender body, long blonde hair that reached down to her waist, green eyes and light pink lipstick. She wore a green skintight suit, revealing her curves as well as leaving her shoulders exposed, and a matching mini skirt. She also wore long green arm sleeves that almost came up to her shoulders, black tights that had green circles on the sides, and on her head was a green tiara.

The second figure was a large, well-built man, almost the same size as Hulk. He was completely bald, several tattoos crossed his body and had a walrus mustache. He wore dark black and red armor, silver shoulder pads, red chest plate, and black gloves.

The two new arrivals stood above Iron Man, his armor shut down from the impact of the axe in his armor.

"J.A.R.V.I.S? J.A.R.V.I.S, raise the shields." ordered Iron Man, his voice betrayed he was panicking.

_"Not possible, sir,"_ responded the A.I.  _"Armor systems are in critical condition and are losing power."_

Right after J.A.R.V.I.S. had finished, Iron Man felt a jerk as the axe that was wedged in his armor was yanked out, exposing the large hole in his armor chest plate.

Thor recovered after his moment of shock, seeing an old enemy return, as well as from the shock of her spell cast upon his hammer that zapped him. He glared angrily at the two attackers.

"How dare you attack us, Enchantress." yelled Thor at the woman who was not worried in any way at all as she placed her hands on her hips, eyeing him.

"Thor you know these people?" asked Nick while glancing at Thor for a second before looking back at their attackers.

"Aye, the Enchantress and her Executioner, they are Asgardians." Thor explained though with some bitterness lacing his words.

"I'm gonna guess that they aren't your allies." continued Nick as he held his gaze at the Asgardians.

Thor nodded before returning his attention to the pair of Asgardians. "Why have you come here, Amora?" he demanded.

"Oh, you love Midgard so much, Thunderer," explained Amora tauntingly as she raised her hand that soon became enveloped in magic, "We thought we would come and see what all the fuss is about."

She then pointed her hand at the Prince and Prime, firing a blast of green magic at them. The Prime and Asgardian both dove out of the way, Nick's body glowed as he transformed back into Nova Prime, Brute Mode.

Amora fired a beam of energy at Nova, but the Prime proved to be more agile and dodged the attack. Amora fired several more blasts, Nova dodging each one. On the last one, Nova pulled out his rifle and fired and shot at Amora's feet, causing a small explosion, blowing her back a few feet.

The Executioner then charged at Nova, ax ready in hand. Nova held his ground, then at the last second, when The Executioner swung his blade down, Nova's footing shifted only slightly as the blade passed harmlessly to his right. When the blade connected with the ground, Nova swung his leg out, catching Executioner in the chest, sending him sliding back.

"You want a challenge?" asked Nova as he reached for his Decepticon Hunter, pulling it out, he created an ax of his own, about as large as Executioner's ax. "Then come at me."

The two fighters charged at each other, axes raised ready to strike the other. Their blades clashed against each other causing a shower of sparks to fill the air. They both pulled their blades back and swung at each other again, they were practically even, or that was until Executioner parried one of Nova's attacks and punched the Prime directly in the dome. Nova stumbled back, dazed for a second, giving Executioner the opening he needed to swing his ax in a broad arc. The crashed into Nova's midsection, sending him flying back where he crashed into a tree. Nova pressed his hand against his chest, feeling a warm liquid.

Looking down, Nova saw a large slash crossing his chest, some glowing Energon seeping out.

"Nicholas!" shouted Thor as he tried to run over and help his teammate, but a blast from Enchantress prevented Thor from helping Nick.

Out of nowhere, a yellow beam struck the sorcerer, causing her to drop her spell and take a step back. Wasp flew in, firing her stings at the woman in a wild frenzy for after seeing Nick get injured.

"Go help Nick!" ordered Wasp as she fired more at Amora. "I'll handle the Green Witch."

Nodding, Thor ran over to Nova, who was pushing himself back to his feet with one hand, his other placed over the wound he received from Executioner. Getting to Nick, Thor helped Nova back to his feet.

"Nicholas, are you alright?" asked Thor as Nova steadied himself by leaning slightly on the Thunderer.

"Been worse, it's not so bad." answered Nova as he held himself for a moment. Nova's battle mask snapped closed since he thought he would not need it when confronting the Hulk. "But I feel inclined to return the favor."

Thor nodded as Nova picked up his fallen weapon, the ax retracting back into the Decepticon Hunter, then transformed into Nova's long sword. Nova walked forward to confront Executioner, who had his ax raised to square off against the Prime.

Nova's sword crackled with lightning as he held the weapon in both hands. Nova then pointed the weapon at Executioner, a massive ray of lightning slammed right into the Asgardian, sending him sliding back several yards.

"Come at me." ordered Nova to Executioner as he leaned on his ax to keep him upright. The Asgardian glared at Nova, then charged right at Nova; the Prime also charged. Despite his well training, the fight against Amora and her Executioner was not going well. Iron Man was still losing power and Thor was still missing his hammer; without Mjolnir, Thor was at the mercy of Enchantress and her magic. The only Avenger still able to fight was Nova, who was parrying several of Executioner's attacks while deflecting a mystic bolt of energy from Enchantress.

Even with his skill, Nova was soon overpowered by the combined attack of Executioner and Enchantress, knocking the Prime on to his back. Nova rolled to his side to avoid the blade of Executioner's axe when the Asgardian tried to end him while he was down. Seeing his teammate struggling to keep himself standing, Thor charged right at Enchantress, fists raised ready to crush her. Wasp and Giant Man were able to regain consciousness and engaged Executioner to give Nova some breathing room.

Wasp fired several stings at the Asgardian executioner, however, the shots didn't even seem to bother the man. More likely he was more focused on a much larger threat, Giant Man. The giant sized hero tried to slam his hand into Executioner, but the Asgardian was more agile than Giant Man realized and ended up smashing the ground. Holding his axe in a batter's stance, Executioner's axe began to glow red; which he then swung, sending a large fireball directly into Giant Man's face.

Whatever the properties of the mystic fire were did not react well with the Pym Particles. In a blue flash, Giant Man shrunk down to his original size. Executioner smiled with a predator's grin as he advanced on the downed Avenger. Before he could any closer, a large beam of lightning shot him in the back, forcing him to one knee. Executioner now had an annoyed look as he turned to Nova, who was pointing the crackling blade of his sword at the Asgardian, optical sensors daring him attack. This annoyed Executioner, because this hero would not stay down. Both combatants engaged each other, weapons clashing into each other, a shower of sparks flying in the air.

Wasp had flown over to Iron Man after seeing her attacks were almost, completely pointless against the mystic beings.

"Iron Man, now might be a good time for some kind of- something." said Wasp urgently.

Iron Man groaned as his armor was losing power faster than it could recharge itself. "Armor's leaking power faster than I can recharge." Tony managed to say. "Unless you go some spare batteries lying around, or maybe an electrical socket..."

Before he could continue, Wasp was suddenly surrounded by a green mist, preventing her movement. Wasp was then dragged over to Thor who was surrounded by a similar mist and positioned next to him. The only Avenger still standing was Nova.

Nova was then knocked back when Executioner's axe slammed into his sword. Nova slid down the pathway towards the Enchantress and the bound Avengers. Nova leaned on his sword as he used the tip to hold himself up, exhaustion and Energon loss weighing him down.

"I will admit, you are far more resilient shapeshifter." Said Amora with interest, "It has never taken my Executioner this long to defeat any being before. Though you must agree, that even though you are powerful, you cannot beat both of us."

"Perhaps, Enchantress," admitted Nova as he stood up tall, hand on his swords handle, "But I am prepared to make my stand here and now." Nova tried to charge, but he only made it two paces before the same green mist surrounded him and forced Nova to turn back into Nick. The teen fell to his knees as he felt the magic’s effects prevent his movement. Amora merely smirked as she walked over to Nick, running her fingertip across his cheek.

"You are so much like Thor." she said seductively. Nick rolled his eyes and pulled away from the witch.

"The giant man first," ordered Amora as she turned to Executioner. "His head will make a good trophy on my wall."

Executioner nodded and raised his axe above Hank, the blade stopped at its paramount, ready to come down.

"Hank." choked Wasp, a small tear threatening to fall. Nick was now struggling to break free, refusing to let this happen.  _No, I can't let anyone die on my watch. I **WON'T**. _Nick growled as he stood up, the bonds around him beginning to thin. His eyes glowing a bright blue, energy flickering across his chest. In a split second, Nick's body erupted in a flash of energy.

The burst of light, temporarily blinded Executioner and Amora. When their vision cleared, they saw Nova standing free, energy coursing all around his body. Nick's fists glowed particularly bright as he raised them at the two Asgardians.

From his hands, two wide beams of energy erupted from his hands, blowing both of them back several yards. Nick was about to charge forward when he heard Amora snicker lightly.

"I wouldn't attack, less you might cost yourself your allies." threatened Enchantress. To emphasize her point, she clenched her hands, causing the bound avengers to wince in pain. Amora then stood up and strolled over to Nick, hips swaying as she strut to the Prime. "You wouldn't want me to do anything unfortunate to them would you?" Nick narrowed his eyes at the witch, tolerating her less and less.

"Hostages, Amora?" Spat Thor as he glared at the Enchantress. "Have you no honor?" Enchantress ignored Thor as his attention was solely locked onto Nick, enjoying tormenting the Prime. Out of the corner of her eye, she saw a familiar figure come up behind the teen.

Nick noticed this but reacted too late to avoid the butt of Executioner's axe handle that struck him in the back of the head. Nick fell to his chest, rolling over just as a boot came down on his chest. Nick's body was still glowing with energy, just dimly as the Executioner grinned cruelly down at Nick.

"I'm curious to find out what sort of power you possess, child," said Amora sweetly as she looked down at Nick. "Perhaps I can when Scourge is done with your allies."

Nick glared angrily at Amora and mumbled something barely audible. "I'm sorry, what was that? I can't hear you when you whimper." taunted Amora as she knelt down beside Nick.

"GET FRAGGED." snarled Nick through grit teeth. Amora seemed offended by this but brushed it off with a sickeningly sweet giggle.

"Perhaps I can learn from your remains." said Amora as she stood up, giving a nod to Executioner, her servant understood what she wanted and raised his axe. Nick showed no fear of death as he looked Executioner right in his eyes, daring him to do his worst. That's when Executioner swung the axe down.

"NOOO!" screamed Wasp as she saw the blade come down, but froze at what she saw next. Nick had mysteriously moved back, sitting upright and clasped between his hands, was the blade of the ax.

Amora and Executioner both adopted looks of shock at seeing the child move suddenly, but even more so what he stopped the blade with his bare hands. Nick then shoved Executioner away from him with barely any effort and stood up. The surprises didn't stop there as a large impact shook the ground. A low growl was heard as a large figure emerged from the cloud of smoke that was created from the impact. Hulk snarled at the two villains, seeing just how close they were to killing his friend. Hulk's entrance was enough to allow the Avengers to break free from her spell.

The freed Thor held his hand out, Mjolnir flew to his hand. Holding his hammer above him, summoning a bolt of lightning, the power crackled around the weapon and shot out in every direction. Amora stood her ground as she faced the Asgardian Prince.

"I do not fear your lightning, Odinson." Amora spoke defiantly, "Your magic is nothing compared to mine."

"You are not my target, witch." stated Thor as he stepped aside, revealing a powered up Iron Man, standing back on his feet. Lightning sparked across his armor.

_"Armor energy reserves at 214%."_ informed J.A.R.V.I.S to Tony, the Armor's systems HUD flashed to life showing the systems back at full power. Iron Man smirked at this. Activating his armors thrusters, Iron Man shot off into the air, closely avoiding a slash from Executioner. In the air, Iron Man fired a blast into the Asgardians' chest, knocking him back next to his mistress. Landing next to the regrouped Avengers, minus Ant-Man who was still unconscious, Iron Man issued one order.

"Take them down." Announced Iron Man as he and the Avengers charged at their enemies. Nick transformed back into Nova as the charged.

Wasp fired several stings at Enchantress, who blocked each attack with a shield, before she could counter, Thor threw his hammer at her, causing her to leap away from the weapon.

"You said you do not fear Thor's lightning," said Nova while holding his sword, the blade crackled with lightning, "Then perhaps you shall fear MINE!" Nova then sent a massive surge of lightning right at the witch. Amora was able to block it, but the power was enough to cause her to slide back.

While this was going on, Executioner was able to block a fist from Hulk with his axe. Each punch had enough force to cause the Asgardian to slide back with each blow. Wasp changed targets, flying towards Executioner's face, firing several stings, but the Executioner was able to block each one with his axe. After the attacks ceased he raised his axe into the air, the blade glowing blue as he slammed it into the ground. A wave of frost headed straight for Hulk, and when he stepped on it, ice began to encase the Hulk. In a second, Hulk was covered head to toe in ice, leaving him vulnerable to a wide swing from Executioner that sent Hulk flying back.

Elsewhere, Iron Man, Thor and Nova were having a difficult time dealing with Amora, who was true to her earlier claim that her magic was much stronger. Creating a shield to block Mjolnir which Thor threw at her, then dodge several repulsor blasts from Iron Man by teleporting to different spots. Thor tried to attack again but was blasted in the chest by Amora, sending him flying into Ant-Man who had regained consciousness, sending both of them into a lake within the park. The Enchantress then blocked Nova's sword with a shield she created when Nova attacked from behind.

_This is getting us nowhere._  Grumbled Nova in his mind as he pressed the blade against the shield.  _I need more power-wait, I do have more power._ Realized Nova as he shoved the Enchantress back.

"Initiating Hyper Mode!" announced Nova as he hovered into the air. The remainder of his trailer had been hovering above the park for the duration of the fight flew down. The trailer transformed itself into Nova's jet pack. Nova's back shifted slightly to accommodate the new addition of his flight gear. In a second, the pack locked onto his back, then the chest piece locked over his chest. The thrusters in the pack roared to life. "You feel lucky Amora?"

"Ask me when I'm finished with you and your armored friend." quipped Enchantress as she flicked her wrist, creating a green aura around both Iron Man and Nova. A moment later, Iron Man was sent flying into a statue, while Nova was able to compensate for the magic and steadied himself before he crashed as well.

Wasp currently was being as big a distraction as possible against Executioner, her small size and speed allowed her to zap the Asgardian all over as he tried to block the small attacks. Despite being completely ineffective against him, Wasp did succeed in distracting Executioner long enough to allow Hulk to attack and charge right into the Asgardian, sending a haymaker into the man's face and the man himself into a tree.

Enchantress saw her servant temporarily out of commission and knew what she had to do in order to compensate for that. A part of her would have preferred that the Prime would be under her control, but she already had a spell placed on the Hulk. Amora raised her hand towards said hero, his head became engulfed in green energy. Hulk then turned towards the witch, making her grin.

"Destroy them, my creature." ordered Amora, Hulk taking a step towards her. But after that first step, Hulk broke free from the spell in an instant and locked his hate filled eyes on the Asgardian.

"NO ONE, CONTROLS THE HULK!" roared Hulk as he stomped a massive foot into the ground, causing a shockwave of Earth to head right at her, knocking her off her feet. Nova saw his chance to put the Enchantress out of commission and took it. Putting his Decepticon hunter on his back, Nova pulled out two cannons and flew full speed at the Enchantress. The Asgardian witch didn't have time to react when Nova flew right into her. Nova then shoved her off and opened fired right at, each shot colliding with her body as Nova unleashed Hell. In a second, Nova ceased fired, seeing Enchantress on the ground, dozens of burns crossed her body and unconscious

Nova then turned back to Nick, who was breathing heavily as he held his chest. Looking down, Nick saw that the wound from Executioner had begun to bleed again. His attention was drawn away from his own injuries when he saw Wasp supporting a battered and bruised Ant-Man as they joined the group of Avengers. Despite the injuries, Nick was just glad everyone was alive. Iron Man was right; none of them would have been able to handle Amora or Executioner alone, it took all of them as a team to take them down. They were rough around the edges and needed practice, but all teams do when they first form.

"Watch out!" cried out Wasp, the heroes turned but were knocked away by Executioner's axe. The Asgardian then slung Amora over his shoulder and used his axe to create a portal for him and his mistress to escape through.

Ant-Man and Wasp walked over to the heroes as they stood up from the sudden attack.

"Uh, does anyone want to explain what that was all about?" asked Ant-Man, his voice indicating that he was sore from the beating he received.

"Old enemies from Asgard," explained Thor, "Enchantress has ever found joy in causing me pain."

"And apparently flirting with other heroes who are about as noble as you are." said Nick as he pressed his hand against his chest, slowing the blood he was losing since whatever injuries he receives as Nova are transferred over to his human form.

"You have won the day, friend Hulk," praised Thor, "Truly thou art a warrior to be reckoned with for few can resist the Enchantress' charm." Thor held his hand out for Hulk, but the green giant merely snorted.

"Nothing's changed," stated Hulk as he turned away from the Avengers. "You all thought I was a savage monster. You were gonna take me down. You're no different than Ross or S.H.I.E.L.D. except they're honest about it."

"Hulk, come on." Wasp began.

"That is not true Hulk." disagreed Nick.

"I'm done." finalized Hulk as he leaped away after that last sentence. His former team watched him leave.

"Okay, not the most promising day two," began Iron Man as he looked at the remaining heroes. "Let's head back to the mansion. I think we can all agree that we need some rest."

Nodding in agreement, the other heroes began to follow, though Nick stayed for a moment, watching the Hulk leave. Despite nearly always being angry, Nick could easily say without a doubt that despite his history, there was a hero underneath that green skin. And he wouldn't give up, not yet anyway.

* * *

 

_**New York City Outskirts.** _

On the edge of New York City, the ground shook as a green giant landed back down to earth. Hulk stood up, glancing over his shoulder to look back at the city where his former team resided in. A part of him thought that the Avengers were really different and despite being lied to and control by Enchantress, a part of him also guessed they would never accept now.

Before he could leap away once more, Hulk heard the sound of a jet engine. Looking up, he saw Nova in Hyper Mode flying down and land with a loud thud in front of him. His wings folding back to his sides.

"If you're trying to convince me to come back, then you're wasting your breath." stated Hulk bitterly as he looked at Nova.

"I did not come to try to convince you to come back, but try to convince you to consider coming back, Hulk," corrected Nova as he looked at the green giant. "You and I both know the deal Fury made with me about staying with the Avengers is the same for you as well. If you leave, then you are risking yourself to be captured by Ross."

"Better than being trapped."

"While highly unlikely, Iron Man would not attempt to try and contain you, given you are far stronger than any hero that we have come across."

"Stark was the one who made those weapons that are used to hunt me," countered Hulk, marching up to Nova locking eyes with Nova. "They're all the same, everyone thinks I'm a monster. Everyone hates me and will always fear me."

"Not everyone Hulk," said Nova as he placed a hand on the green giant's shoulder. "When I first returned, and when we battled together against Graviton, I have come to understand a few things about you Hulk." Hulk raised an eyebrow at Nova's statement. "Despite your brash nature, strong-headedness, thinking with your fists, enough anger to give Grimlock a run for his money, you are far more than that. When the breakout occurred, you had the chance to escape and not have to help us, but you came to assist the Avengers. Even now, despite leaving, you came back to help us in our time of need."

Hulk's expression softened slightly. "You might not have the most pleasant origin Hulk, but your past is not what defines you, it is the rest of your story is what really defines you," explained Nova. "And in my eyes, you have acted as both a hero and a Prime. No matter what people say about you, you will continue to be a hero in my view."

Hulk was actually stunned to hear this, no one had ever spoken to him like this. He never thought anyone would call him a hero, let alone call him something as noble as a Prime. Now this kid/alien was calling him a hero after knowing him for only a week.

Hulk was so caught up in thought that he didn't notice Nova take something out from his jetpack.

"If I cannot convince you to come back, then at least take this." Nova held in his hand a sort of PDA (The PDA Ratchet normally uses in TFP), an Autobot symbol lit up on the screen. "Today has no doubt been difficult, so I will give you space to breathe and heal Hulk, but promise me that if you are ever in need of help or just to speak, you can always call me."

Nova placed the device in Hulk's hand, Hulk stared at the object before placing it in his pocket.

"Thanks." mumbled Hulk before he leaped away from the Prime.

Nova merely smiled at the Hulk's change in character, knowing the road to healing is never easy, but at least, what just transpired would be a start. While he was unable to convince his teammate to return, he was able to convince him to consider returning and that was a victory for the Prime.


	5. Living Legend

**_Chapter 5: Living Legend_ **

**_Arctic Circle_ **

The Arctic Circle, a barren expanse of ice and snow. Not many things live here and the void landscape acted as an excellent amplifier for the roar of a Quinjet's engine. The Avengers main mode of transport flew across the white landscape, seemingly on some sort of mission. Beside the jet, Iron Man, the armored Avenger, aka Tony Stark, Thor, Prince of Thunder and Asgard, and Nova Prime, descendant of Optimus Prime, aka Nick Prince. The Avengers were conducting a search for their AWOL teammate, the Hulk.

After hearing of the incident regarding Enchantress and Executioner, Director Nick Fury informed the Avengers that if they didn't find the Hulk, Fury would have no option but to call General Ross and his Hulkbusters to track the Green Giant down themselves. Without wasting a second, the Avengers began their search for the jolly green giant.

Thanks to a tip from an Eskimo, the Avengers immediately set out for the Alaskan wilderness. Ant-Man was inside the Quinjet while Wasp sat in the pilot seat, hands on the controls, and a wide grin on her face.

"This is the coolest thing I've ever done," gushed Wasp, "I'm driving a jet!"

"Actually it's on auto-pilot, Wasp. Sorry," corrected Iron Man, causing Wasp to pout. But Nick had a way to cheer her up.

"Well look on the bright side, you can be that little kid who sits in his or her dad's lap holding the steering wheel saying 'I'm driving.'" mused Nick. This caused Ant-Man to snicker slightly and Wasp to roll her eyes at the teasing.

Outside, Iron Man used his suit's sensors to scan ahead. "The fishermen reported a crater around about here." revised Iron Man as he thought back to the tip.

Without fail, around a large glacier, the Avengers came upon a massive crater, patches of ice discarded around the area, as if something massive impacted and then up and left.

"What is that Ant-Man, a meteor hit?" asked Iron Man.

"No," answered the scientist, "That's the Hulk throwing a tantrum." stated Hank as if it was the most obvious thing. Despite the sentence not meant to be a joke, Wasp and Nova both snickered slightly at the comment.

Nova then stopped and thought back-despite giving Hulk a PDA, he hasn't told anyone about the device yet. He hadn't heard anything from the Gamma hero since his departure. Knowing Hulk needed space to calm down, collect himself, and find his equilibrium, Nova would just have to be patient. After all, Hulk wasn't so big on sentiment.

In a second, the Quinjet landed on a level piece of the icy plateau. The two Avengers exited the vehicle as Iron Man, Thor, and Nova landed themselves. Nova immediately noticed the extremely low temperature. Despite not being below zero, he knew Cybertronians don't handle extreme cold that well, but the temperature wasn't harsh enough to harm him. Ant-Man and Wasp were both wearing winter clothing to combat the low temperature. Iron Man had heaters built into his armor to keep him warm and Thor didn't seem to be bothered by the temperature.

Looking across the massive crater, Thor admired the Hulk's strength. "Truly, the Hulk's anger is impressive." praised Thor before turning to Iron Man. "Tell me, Iron Man, do you intend to convince him to come back with us?"

"I have no idea, Thor," sighed Iron Man glumly, looking back across the crater, "J.A.R.V.I.S., scan for lifeforms."

"Mortal technology," scoffed Thor, "You would do better to trust your eyes and ears."

"I'm picking something up. It's a life sign, but it's faint. That's so weird because I can't see or hear It." said Iron Man smugly, despite not seeing his face, Thor knew Iron Man was smirking.

Flying ahead, Nova and Wasp began to search the area to see if they can find the life signal. Wasp flew ahead of Nova, looking back for a second at Nova. "Okay, if this is some kind of evil snow monster, I'm going to be..." Wasp wasn't paying attention to where she was headed and flew right into a wall of ice. Except there was something inside the ice. A large round disk with a red and blue trim, and a white star in the center. Wasp's and Nova's eyes widened at the sight of the object.

"T-that's not possible..." stated Nova in disbelief, remembering a history lesson he had when he was in middle school.

Behind the metal disk was a man, completely encased in the ice. About in his mid-twenties, wearing a mostly comprised of a blue tunic, white sleeves, and red gloves and boots. Around his torso were red and white stripes that went down to his waist stopping at a brown utility belt.

Avengers all stood there in disbelief at what they were seeing.

"Tony, that's-that's-" stammered Wasp as she looked at the man pointing a shaking finger.

"Captain America," Iron Man finished for her, his tone said he couldn't believe it either. "And according to my armor, he's alive." Nova looked in a disbelief for a few more seconds then snapped back into Prime.

"We need to get him out of there and quickly." ordered Nova, knowing full well of the importance of this man.

* * *

 

**_Two miles out of New York City_ **

Getting Captain America out of them ice had been rather easy for the Avengers, it was thawing him out would be the hard part. After loading him aboard the Quinjet, their previous mission put on hold for the moment until they return to New York, Nick was now reflecting on the history of the man that laid on the table within the Quinjet.

Captain America, aka Steven Rogers, was a man who undertook an experiment during the Second World War to become the world's first Super-Soldier. In the war, the captain quickly became a symbol of hope and peace for the allies. Ironically, Steven Rogers was basically the 'First Avenger,' however, on his last mission fighting Hydra, along with his partner, Bucky Barnes, he vanished when fighting against the current ruler of Hydra, The Red Skull. Everyone had presumed Captain America died in the line of duty.

Nick stood by the table as the ice that once entrapped the Captain continued to melt away slowly, thanks to some heaters installed into the jet by Iron Man. A part of Nick couldn't believe that Cap was actually alive, though the serum that he was injected with was most likely responsible for his survival. No matter how Nick looked at it, he was standing in the presence of a legend and a war hero. A part of him wondered why the Decepticons never tried to go after Hydra, or recruit them for that matter. Most likely that Megatron thought humans as inferior to his Vehicon troops or just in general.

That's when Cap groaned, indicating he was waking up. Any more thoughts were stopped, Nick taking a step back in shock.

"That's incredible, he's waking up." announced Ant-Man in awe.

"Is his brain okay?" asked Wasp from the pilot seat.

Stepping closer, Ant-Man leaned in to talk to the thawed out soldier. "Captain...Are you all..." whatever he was about to say was cut off when Captain America's eyes shot open, his face betraying some panic.

"Bucky!" shouted Captain, grabbing his shield and used the metal disk to knock Ant-Man to the front of the jet. He then kicked Thor in the face before leaping off the table and then used it to pin Iron Man against the side of the jet.

"Okay Captain, you're safe. You're with friends," groaned Iron Man as he tried to reason with the panic-stricken Captain America.

"What are you? Some kind of Hydra automaton?" demanded Captain America.

Nick who had been watching the whole scene was able to snap himself out of his shock and approach Captain from behind. "Captain America, listen, we are not enemies. You've been frozen for decades." attempted to reason Nick, but when he too close, Captain America spun around and grabbed Nick's arm and flipped him onto his back. "Wow, you are way faster than I thought." groaned Nick as he held his head from the sudden movement.

"You're creative, son, I'll give you that." said Captain as he looked down at Nick, "Where have you taken me? Where's Bucky?" demanded the soldier as he began to question Nick. Only his years of military training were able to keep the captain from completely freaking out.

"Calm yourself, Captain," said Thor as he approached the First Avenger from behind, "As the robot and child say, you are among friends." Thor placed a hand on captain shoulder. This was not a good idea.

In a fluid motion, Captain America grabbed Thor's arm, punched Thor in the stomach with the edge of his shield, and then flipped the Thunderer into the console at the front of the Quinjet. The impact of Thor's body against it caused the console to spark and malfunction and the entire jet to lurch forward and nosedive directly towards the ocean. Wasp began to frantically try and regain control over the jet as it plummeted towards the water. The sudden plunge of the jet's nose caused everyone on board to lose balance, allowing Captain America to head for the ramp. He smashed the control panel that controlled the ramp with his fist so it began to lower. The soldier then leaped out of the aircraft as it continued to fall. He dove into the waters of New York, near the Statue of Liberty.

A minute later, a thoroughly confused Captain America emerged from the water and climbed up the side of the island. Looking up, the soldier saw the magnificent sight of the Statue of Liberty, standing proudly in the sunlight. The captain felt a little more comfortable, knowing he was standing on American soil.

His moment of musings was cut short when Iron Man arrived on scene.

"Captain America, stand down," ordered the Armored Hero as he hovered just above the Super Soldier, "You really need to come with us."

The captain's response to the request was to hurl his shield like a Frisbee, the side collided with Iron Man, knocking him out of the air with impressive accuracy. The shield then ricocheted off several objects before returning to Captain. Turning around, he saw Nova land on the ground behind him, wings tucking themselves away as Nova stood towering over him.

"Captain America, please calm down, we are not here to harm you," Nova asked, holding out his hands in a placating gesture.

"What're you? One of Strucker's war machines?"

"No, I am an alien, or half alien." answered Nova plainly.

"Well, that's different." said Captain America in mild surprise at how casually Nova just answered him.

"Stand aside, Nova!" said Thor as he charged down at Captain America from the sky above the soldier. Hammer raised all the way back, intent to strike the super soldier.

"Thor!" yelled Nova as he tried to stop Thor, but he was too late. Captain America raised his shield to block the hammer, causing both weapons to impact against each other. Whatever alloy comprised the shield did not react well with Thor's mystic hammer because when the two weapons connected, an enormous shockwave erupted from between the two, causing all present heroes (minus Nova) to be thrown back.

'Okay, note to self: find out what shield is made of.' thought Nova to himself as he looked around the area where he spotted Captain America getting back to his feet. Nova's optics widened as he saw the shield didn't even have a dent from the attack of Thor's hammer. Cybertronian metal was far stronger and denser than any metal known on Earth on record, so what was this shield made of?

Knowing his Cybertronian form would not be a good way to approach Captain America, Nick decided to use a different tactic. Body glowing a faint blue, Nova's size began to decrease, Captain America watching the once towering robot shrink down and change into a teenager wearing a white and gold leather jacket, black jeans, and boots.

"Please, Cap', we're not here to hurt you." pleaded Nick as he tried to resolve this peacefully.

Instead of responding, Captain America hurled his shield right at Nick. Instead of moving, Nick held his ground as his body began to glow blue once more. During the fight against Enchantress and Executioner, Nick discovered he had powers as a human. Those powers included enhanced strength, durability, and energy absorption and blasts from his hands. At the moment, Nick was about to put his durability and strength to the test. At the last second, Nick's right hand shot out and grabbed a hold of the shield as it was one foot away from his chest. Captain America stood shocked as some teen just caught his shield with no problem.

"What are you?" asked Captain America as he looked at Nick.

"It's complicated, but you need to calm down so I can explain."

However, Captain America wasn't really in the talkative mood and sprinted right at Nick, faster than the teen could predict. Once he made it to the shape shifter, the soldier grabbed his shield from the teenager and proceeded to bash it into the kid's face and perform a backflip kick, knocking Nick right in the jaw. Thanks to his enhanced durability, Nick would only receive a bruise from the attack, but clearly not expecting it, Nick was sent flying back as he slid across the ground before he slid into a wall, leaving him propped up, "Wow, you are way stronger and faster than I thought." moaned Nick as he held his head.

Right after that, Wasp had flown over to the island to go help her teammates, but when she arrived, the first thing she saw was Nick against the wall, clearly dazed.

"Nick!" cried out Wasp as she flew towards her downed teammate. "Nick, are you alright?" asked Wasp as she hovered in front of the Prime.

Nick groaned as he looked up, eyes unfocused and his movements were uncoordinated. "Why wouldn't I be?" asked Nick as he tried to stand up, however, when he stood, he nearly fell forward had Wasp not caught him and pushed him back so he was leaning against the wall. Nick shook his head as he tried to refocus. "Hey, are my arms and legs still attached to my body?"

Before Wasp could respond, she saw Giant-Man rise out of the water, reminding her of why she was here. "Just wait here Nick, I'll be back in a second."

"Okee-dokee." said Nick groggily as he leaned against the wall, holding his head as Wasp flew off to help her teammates.

"Sir, we really need to get you to a hospital." attempted to reason Giant-Man, hoping to avoid using violence to resolve the situation.

But the soldier's attention was not on the giant, but on a tourist boat that was passing by the scene. On board, he saw tourists of different races and nationality, races that would have been trying to kill the other in his day, but none of them were. Instead, they stood side by side, showing no form of malice towards the other. To the Captain, this scene shocked and confused him to no end.

"Okay, enough," stated Iron Man as he flew in front of the boat, "You have to come with us. You don't understand. This isn't 1943."

"He's a warrior Stark," interjected Thor as he stood up to face Captain America, "He will not yield."

"You got that right buddy." agreed Captain as he hurled his shield at Iron Man, but the Armored Avenger was able to dodge the metal object. The shield then ricocheted off the hull of the tourist boat and struck Thor in the chest. The soldier then tackled Iron Man, who on instinct fired his repulsors. Captain America grabbed Iron Man's arm and forced the repulsor to aim at Giant-Man, shooting the giant in the head, causing him to fall over into the water. Seeing his enemies beat, Captain America stomped on the edge of his shield, causing it to flip up and slide onto his arm effortlessly.

Suddenly, a sharp pain struck him in the back of the neck. Turning around, he saw a very guilty looking Wasp hovering behind him.

"Sorry," she apologized, "Sorry, but I need you to listen."

"My apologies miss. This soldier doesn't listen to Hydra agents. He just takes them down."

"Fine, don't listen, just look." Wasp then flew off going up a flight of stairs. Captain America trailing behind her as he sprinted up the steps. When he reached the top, he froze in his tracks at what he saw.

It was a memorial, but not any memorial...'HIS' memorial.

A giant bronze statue of him and Bucky stood on top of a stone block. On the block was a bronze plaque that read:  _In the Honored Memory of Captain America and Bucky Barnes._

Captain America stood exactly in the same spot, his adrenaline rush fading, reminding him just how exhausted he was. Despite the new peace, he failed to notice the Avengers (minus Nick since he was still dazed or had a concussion) gather behind him until Iron Man spoke up.

"You've been gone a long time, Captain," began Iron Man as his faceplate lifted up revealing his identity. Walking forward to the soldier, he placed a hand on his shoulder, though this time, Captain America did not fight back.

"Welcome back." greeted Tony. Captain America looked back at the Avenger, giving him a nod before passing out from over exhaustion. The small moment of peace was broken when Wasp suddenly remembered something.

"Nick!" gasped Wasp as she flew over to where she last saw Nick. Ant-Man followed her to see Nick still propped up against the wall. Wasp was at her regular size as she helped Nick walk forward. Nick's eyes were still completely unfocused and disoriented.

"Nick, are you alright?" asked Iron Man as he also came over to see what Wasp had flown off randomly for.

"Pretty sure," began Nick as he swayed slightly, "Hey, any of you ever had the feeling of being thrown through a mountain?" Most of the Avengers shook the heads 'no.'

"Yes, why?" asked Thor as he had Captain America slung over his shoulder since the super soldier had passed out.

"Well, when I was hit by that shield, it felt like that; only painful-er." groaned Nick as he held his head. Ant-Man could clearly see that Nick had a concussion.

"Nick let's get back to the Mansion, I want to have a look at you on the way to make sure you're alright." asked the scientist.

"Okay, back to the Mansion." concluded Nick as he then began to try and fly while in his human form, frantically flapping his arms like a bird. Stopping a few paces, Nick noticed that he couldn't fly and turned around, confused to the Avengers.

"Yeah, sorry Nick, but you can't fly as a human." informed Iron Man, trying hard to hide an amused grin behind his faceplate. Wasp and Ant-Man took Nick's arms as the guided him to the Quinjet that they managed to land nearby.

"Since when can't I fly?" asked Nick while glancing at Wasp, the hero trying hard to stifle a laugh at the question.

* * *

 

**_Avenger's Mansion_ **

Within the Quinjet, the Avenger's and their new guest were getting ready to leave by way of the jet that was still functioning thankfully. On the way, Nick was getting better, though Wasp and Ant-Man said that he should remain sitting until they were certain. Nick relented at the point when Wasp threatened to Primus, though she didn't have a way to, but Nick wasn't gonna take any chances. During their flight, Captain America had regained consciousness and was calm enough for the Avengers to break the news to him as delicately as possible. During the update, the super soldier was completely silent until the end.

"So I've been gone for sixty years." The sentence was less of a question and more of a statement from the soldier.

"It can be a little overwhelming, I know what you're going through. I've been through something like this myself once." said Nick as he entered the conversation, having regained himself, though still holding an ice pack. While Nick was slightly weary of the soldier, he could fully understand the soldier's reaction to suddenly waking up in a foreign environment, and he had to hand it to the soldier, he was no pushover. Captain America was able to take on all of the Avengers with skill, quick thinking, and guts; something he could definitely respect.

When Cap' saw Nick, he looked at the teen in mild curiosity. "And just what are you?" asked the soldier, "I've seen my fair share of weird back in the war. Are you some kind of mutation?"

"No," said Nick shaking his head, wincing slightly as he was still slightly injured. "I am half alien half human. My father is an alien, mother was a human."

Captain America nodded, then turned to look at the Avengers. "Who are you, people?"

At that, Iron Man stepped forward, "We're the Avengers," said the hero proudly, though he received an odd look from Captain America. Seeing the expression, Tony then began to elaborate in a nonchalant manner. "That's what we call ourselves. Earth's Mightiest heroes kind of deal. We protect the Earth from threats too big for one hero to face alone. I'm Iron Man; this is Ant-Man, Wasp, Thor, and you've already met Nick." Iron Man introduced his teammates, this made Captain America relax slightly, though not by much.

A few minutes later the Quinjet arrived in the hangar underneath Avenger's Mansion where the Avengers and Captain America exited the vehicle. While Iron Man brought Captain up to speed, he kept close attention to make sure the soldier understood the events since his 'death.'

"...so we won the war. Thanks in part to you." concluded Iron Man as he guided the captain towards the assembly hall.

"So Hydra's gone?" asked Captain America in curiosity.

"Uh, it's complicated," answered Iron Man with a little bit of guilt before moving on, "I've had J.A.R.V.I.S. prepare a room for you until we get everything sorted out. You've been gone a long time, Cap."

 _"Welcome back, sir."_ greeted J.A.R.V.I.S., catching the soldier off guard and causing him to jump slightly with the sudden voice.

Thor placed a hand on Cap's shoulder with a reassuring look. "The building has its own voice. Tis' very disconcerting." Captain America seemed to relax slightly, but still more than a little uncomfortable that the mansion can talk.

In the Hall, Iron Man activated the main table, bringing up dozens of holograms depicting the Captain's previous exploits in the war. The holograms alone made the Captain's eyes widen in surprise.

"There's something I have to show you," said Iron Man as he pressed a few keys on the table, re-arranging the images so that there were more about his feats. "My dad used to tell me stories about you when I was a kid. You were an inspiration to me."

The images soon stopped on a specific news article. One that stated that Captain America had fallen in the line of duty, though the heading only made the Soldier look at it with a neutral expression. "That's some poor reporting," commented the soldier, dryly, but a sudden realization crossed his mind, "But if I survived, maybe Bucky did."

Iron Man only closed his eyes and bowed his head. "I'm sorry, cap. Every kid in school learned that Captain America and Bucky sacrificed their lives to stop the Red Skull. It's a miracle you survived."

Lowering his head, Cap realized what Iron Man meant. "Bucky's gone...everyone I ever knew, my whole world...It's all gone, isn't it?" Taking off his shield, he placed it on the table and began to make his way out of the room. Wasp wanted to follow him, to try and comfort him, but a hand rested on her shoulder stopping her. She looked back to see Nick with a hard look in his eyes.

"Give him time, Jan." was all the Prime said. "Just time."

Watching the soldier leave the hall, Nick knew what it was like to lose a whole lot of your life. More so than most people, and right now, Cap' just needed some time alone.

The road to healing is never a short one.

* * *

 

**_Mid Pacific Ocean_ **

Around the same time, in the middle of the Pacific Ocean was a large island, cloaked under a cloud of fog. While the island was uncharted to the world, it hid a very large secret. A tropical island that had preserved plant and animal life also harbored a massive structure. On the base was a massive symbol of a skull with octopus tentacles connected to it, or to the rest of the world; the symbol of Hydra.

For a moment, Hydra had been quiet with the lack of a leader. However, thanks to the Break Out, leadership had returned to Hydra and were celebrating the returns of two key individuals.

The current leader of Hydra was a man getting into his years, wearing a monocle over his right eye, wearing a green and yellow uniform which was the common colors of Hydra. On his right hip, in a scabbard, a sword hung. His right arm had been completely replaced by a red prosthetic forearm, sporting a demon-like appearance. Baron Strucker, one of the oldest surviving members of Hydra when it partook during the war. Since then, he has been leading Hydra effectively.

The second member was a man that was Strucker's head enforcer, better known as the Grim Reaper. Being a tall man with shriveled skin, Reaper wore a dark blue cloak and black and blue suit. His right arm had been replaced with a mechanical prosthetic that could transform into a scythe, Reaper's weapon of choice.

At the moment, the two were standing in front of a large squadron of Hydra agents, clad in the Hydra uniform that is colored green and yellow. The occasion for such a gathering was to welcome their leader and his right-hand enforcer.

However, whatever celebration that was to transpire was cut short when the sound of alarms rang throughout the base. Suddenly, the main doors to the gathering area where the agents had gathered to welcome their allies back were blown off their hinges by a large explosion. Almost all the Hydra Agents within the room aimed their weapons at the cloud of smoke that was cast thanks to the explosion. Through the doorway came someone no one had expected.

A tall man in a purple suit and tight mask that seemed attached to his face strolled into the room. He wore yellow boots and gloves as well as some black and white fur patches on his shoulders. His sword was drawn as a precaution should his former followers attack him. Almost every agent in the room backed away from the man then quickly bowed to their former leader, Baron Zemo, Previous leader of Hydra and one of the most dangerous criminals to live.

Strucker did not seem pleased to see his former leader return, practically losing his power by the second considering that Zemo was one of the founders of Hydra during the war. Strucker sent Zemo a glare to the Masked Demon, as he was referred to during the war, from his throne as Zemo continued towards him.

"So, you escaped as well." said Strucker, a detectable amount of malice was felt in his words.

"Yes, I escaped the prison you left me to rot in, Strucker." confirmed Zemo, adding in his own level of malice to match. What many did not know was how Zemo was able to survive for so long since the war and still remain in top physical condition. Thanks to the Break Out, Zemo was also ready to reclaim his rightful throne. "I see you kept my seat warm."

"Hydra is mine now."

"Don't embarrass yourself," scoffed Zemo at the declaration, "I was running Hydra when you were a child. Now look at you; A child in an old man's body."

"Reaper!" snarled Strucker, taking offense to the insult. Following the order, Reaper charged at Zemo, his scythe ready to slice the former leader in half. Reaper swung the blade right at Zemo's head, but the Masked Demon dodged the attack with little to no effort, under other circumstances someone would applaud the display of speed and skill, though right now, someone would get hurt. Zemo grabbed Reaper's cybernetic arm and tore right off and kicked the Hydra enforcer towards the base of Strucker's throne.

Strucker rose from his throne, seeing he was going to have to do this personally. His cybernetic arm crackled with energy as he prepared to face his former leader.

"Baron Strucker!" called out a new voice, drawing the attention of both Zemo and Strucker. A Hydra soldier ran into the room, only to stop and fall to his knees when he saw Zemo. "Lord, Zemo. Uh, sir, there is news."

"What?" demanded Zemo, clearly annoyed that he was interrupted. Any annoyance that was directed towards the soldier was then directed to a hologram which was projected from a device in the soldier's hand displaying the Avengers and someone Zemo was certain he was rid of.

"Captain America is alive."

In an instant, the thought of reclaiming Hydra lost Zemo's interest when he saw his most despised enemy return. The movement that was after him for so long had failed to kill or capture Captain America, and Zemo would not tolerate failure. What use is an army that can't even destroy one single man, let alone conquer the world, even in the absence of the super-soldier? If he was going to destroy Captain America, Zemo would require a competent army and a new strategy.

Zemo then sheathed his sword and proceeded to leave.

"Where are you going?" asked Strucker to his former leader.

"You can have Hydra, Wolfgang," answered Zemo plainly as he continued out, "All I want is Arnim Zola."

In the war, Hydra's chief scientist was known as Arnim Zola; responsible for the creations of many of Hydra's technological or biological achievements during WWII. One such creation was a chemical weapon known as Virus X. Zemo had planned to unleash the deadly bioweapon against the allies, however, an incident with Captain America resulted in Zemo being infected and his suit permanently fused to his body, including the mask.

Zola was able to develop a method to treat the virus, preventing it from spreading as well as create augmentations to Zemo's body like enhanced speed, strength, and agility, further boosting Zemo's already deadly skills. If Zemo planned on crushing his arch enemy, he would require Arnim's skills in the lab to first defeat the Avengers.

Zemo made his way to a secret facility which no one, other than himself, and two select others knew of. A laboratory was built shortly after the war and where Zemo would likely find Arnim. The Masked Demon descended into the lab via elevator and entered a large area where dozens of machines, test tubes, vials; pretty much anything a mad scientist would need in a lab was here.

As Zemo passed through the lab, he felt the presence of someone or something behind him. Turning around, Zemo came face to face with a massive blob like pale creature that rose from the shadows. Its body was hopelessly fat with thin arms and legs and its face depicted one of anger. The monster swiped at Zemo, but the Hydra leader sidestepped the attack, taking out his sword and slicing the arm off. While dismemberment would have left anyone else in agony, the monster was completely unfazed by the loss of its limb, if anything it appeared just to be angrier as its limb grew back. The blob roared at Zemo and Zemo, in response, readied his sword for another go.

"Enough my pet," ordered a voice from the shadows, a thick accent accompanied the command. Zemo lowered his guard as he turned to face the man he was searching for. Though, in Zola's case, man is a term used loosely, given he was far from human anymore. A broad-shouldered man, with a camera for a face that displayed what Zola would see on a television screen in the abdomen that was colored yellow. He wore a large orange safety vest with purple gloves and boots. "You'll have to excuse doughboy, he is very excited to see that you also escaped S.H.I.E.L.D.'s prisons during the recent exodus." explained Zola as he approached Zemo. Responding to his-uh-its- whatever it is master's order, Doughboy immediately relaxed, replacing its once angry face with something more cheerful (I-I think) and placed a slimy hand on Zemo's shoulder in a sign of affection. Zemo merely brushed the hand off his shoulder, clearly not in the mood for pleasantries and wanted to get right to business.

"I have news, Arnim, but first..."

"Yes." concluded Arnim, knowing exactly what Zemo meant.

A moment later, Zemo laid on an examination table as Arnim activated a special device that coated Zemo's body in an odd light. To the right of the table, Arnim monitored the procedure, careful to make sure Zemo's vitals remain intact.

"It is good you escaped when you did," commented Zola, "Your last treatment has nearly worn off. We did too good of a job on Virus X, my old friend. Sadly, I still have found no cure. Our formula is the only thing keeping it from-"

"Captain America is alive." Zemo spat practically seething the name of his most hated adversary.

For a moment, Zola was speechless in absolute shock as well as awe at the information. "Amazing!" breathed Zola as he threw his arms into the air, in some way to praise whatever higher power made this possible. "Erkstrom's super-soldier serum must be responsible. Had we obtained a DNA sample from the Captain, we could have created an army of super-soldiers. And of course cure you Baron." quickly added Zola as he was caught up in his moment of fantasy that he nearly forgot what he was doing.

The scientist then approached Zemo, who was cracking the tendons in his neck to relieve whatever stiffness there was being on the table for so long.

"I still believe the serum will reverse the effects of the virus." concluded Zola.

"You need a DNA sample? I will bring you Captain America's head," said Zemo, like it was some easy task, "But there is a problem. The Captain seems to have powerful allies."

"I am the finest bioengineer on the planet," boasted Zola as he placed a large arm on Zemo's shoulder. "And over the decades, I have learned one thing: Every problem has a solution." as he said this, several lights came on, revealing dozens of large containers, each holding a Doughboy inside. The creature roared in savagery, Zemo looked on the mass of synthetic lifeforms, if his face was capable of being seen, a small smirk could have been seen, he may yet get his revenge on Captain America.

* * *

 

**_Avengers Mansion_ **

In the mansion, Captain America was standing in front of a mirror in the room he was given by Tony. He still found it odd that technology could talk back since J.A.R.V.I.S had helped guide the soldier to the room. At the moment, he was just staring at himself in his uniform, examining each detail straight down to the tiniest tears. All the missions he had been on, all the people he had met, and everyone that made him who he is...they're gone. A man out of his own time, a stranger to his own land; he didn't belong here anymore.

A knock on his door brought the Captain out of his thoughts and to the present. "Come in." answered Cap, the door opening to reveal Nick who had a concerned look on his face.

"Hello Captain, sorry if I'm disturbing you."

It's okay, just taking everything in." said Cap with a crestfallen expression.

"I know how you feel. It can be an overwhelming experience. Coming back to the world you've known your whole life, finding it only to be changed, similar but changed." The sentence made Cap look at Nick with a mild amount of curiosity.

"Before you ask, no I am not from the past, nor am I from the future. I'm from this world though I have been gone for a long time, training in a different dimension." Cap's eyes narrowed slightly, he may not really believe him, but with all the changes in technology, he would believe just about anything is possible at this point.

"When I first met you, you could turn into some type of metal man. Is this something you learned to do in this other dimension?" asked Cap.

Nick chuckled slightly for a moment before shaking his head. "No, you see I'm actually a half human half alien hybrid. My father was an alien. You see he is a very powerful being from the planet Cybertron..." Nick then went on to explain the past of his family, his father, and the Cybertronian race and war. Nick continued as he spoke about the Primes, how they defeated Unicron and cast him out while also explaining more about how Primus became the core of Cybertron and brought life to the metal world. During the story, Steve was amazed to hear all the great deeds and acts of nobility the Primes have done, while also just as amazed that all their wisdom was bestowed upon Nick, a teenager for crying out loud. However, there was one thing that bothered Steve: it was the look in Nick's eyes, something he was familiar with in soldiers who just witnessed death for the first time.

The memory of the soldiers he fought beside, the Howling Commandos and Bucky, how he would never be able to see them again disheartened the soldier, dampening his spirits.

"What's the point of going on?" asked Steve as he looked down at his boots. "Everyone I knew, my friends, my brothers-in-arms, all of them, gone. I should never have woken up. I'm a soldier, not some future man. I can't imagine a world that changed so much still needs Captain America."

Seeing the Captain so torn up about the thought of losing his friends and family, Nick sighed, knowing that kind of loss. He went through something similar, he lost his mother, his friends he knew back in Virginia, his home, his name, everything he had was gone that day.

"Steve, listen," began Nick as he looked at the soldier, "I understand what losing your whole world is like, I know, I've been there same as you." Steve looked up at the young Prime, Nick shut his eyes as he recounted the day he lost his name and his mother.

"A year and a half ago, when I first became Nova Prime, I was attacked by a Decepticon named Galvatron. My father, Primus, was able to defend me and I was able to gain my power and new form. Though Galvatron had other plans. If he could not destroy me, he would destroy my life and family." explained Nick, some tears burned behind his eyes.

"Galvatron murdered my mother in cold blood and destroyed my home and identity." Some tears spilled over his eye and trailed down his cheeks. Steve looked at the young teen in sympathy. Nick took a deep breath and continued.

"While it may have been a dark chapter in my life, it was not the end. I may have lost much that day, I also gained much as well. I gained the power to help others, I gained my father, who was gone for much of my life to sustain the lives of every Cybertronian on the planet Cybertron. I also gained the Primes, my brothers. When I returned, I gained something that I have treasured since my return." Nick pausing for a moment to let his words sink into the super soldier.

"I gained the Avengers, my teammates, my friends, and my family." Nick brushed away the tears as he looked at Steve in the eyes, Steve's mouth was agape slightly at the words from the kid. Only someone with true wisdom could speak and inspire like this. "The world you know may have changed Steve, but it is up to you to adapt to that change. Do not look at this as the end of something you knew, but rather look at it as a new beginning. Simply put, another transformation."

Steve just looked at Nick in absolute shock, this kid was something else. Not only did he relate to him entirely, Nick found a way for him to get back into the world, to be a part of something again. "I will make you a deal Steve; if you promise to fight alongside the Avengers, to help the innocent and defend those who cannot defend themselves, so shall I."

Steve stood up to properly address Nick, "I will Nick; you have my word." Steve extended his hand, Nick taking it and shaking to seal the deal. Not a second later, an alert came through Nick's card which was beeping. Nick sighed as he pulled out the device, the A flashing.  _"Avengers Assemble."_ ordered the computerized voice of Iron Man. At the moment, Nick did not feel he would be of much use, being emotionally vulnerable right now, considering how recounting the memories of the day he lost pretty much everything in his life was now wreaking havoc in his mind, threatening to cause Nick to shed more tears at the loss. But his duty as a Prime and an Avenger called him to action.

"Excuse me Steve, duty calls," said Nick as he turned to the door, only to see Jan in the doorway, a small sympathetic smile on her lips. "Jan, how long were you there for?"

"Long enough," answered Jan as she approached Nick and gave him a gentle hug which he returned. "That was really nice of you to say, Nick. I'm so sorry for your losses, both of you." began Jan as she let go of Nick. She noticed that both were still a bit shaken from their experiences.

Nick shook his head, "Regardless, we still have a job to do."

Jan then stepped in his way as Nick tried to leave. "Nick, I don't think you're in the right mind to help right now." While Nick was about to protest, Primus entered the conversation, though only in Nick's mind.

 _'Janet is correct, Nicholas. The memories of what happened could potentially make you a liability. It would be best if you would stay behind, though go assist when your team and family are in need.'_ said Primus, Nick letting out a long sigh in defeat.

"Alright, I will wait here." said Nick, Jan smiled at him for agreeing to this. She then turned to Steve.

The Captain was currently standing in place, unsure if he should be at attention or ease. Jan then walked up and gestured around the room. "What do you think? Iron Man tried to make it feel as much as the forties as he could."

A sudden beep from a forties style radio interrupted Jan. A small J.A.R.V.I.S. terminal emerged from the top of it, _"Excuse me, Miss Wasp, Master Prince, there appears to be a guest at the main gate."_  informed J.A.R.V.I.S. as the terminal retracted back into the small radio.

"Well, as much like the forties, excluding the talking computer." mused Nick, a small smile crossing his lips.

"I'll go see who it is," said Jan as she made her way out. "Oh, Nick. If it's S.H.I.E.L.D. I give them a few zaps."

"I normally don't encourage using force to get a point across, but have your fun." said Nick with a smile. Despite Nick making it abundantly clear that he was working with the Avengers, Fury still had the notion of placing a tail on Nick, a man wearing a black suit, tie, sunglasses, and driving a red 1962 corvette whenever Nick went out for a drive. Knowing full well Fury would still persist in trying to recruit him to S.H.I.E.L.D., Nick may or may not have had Teletran 1 place a small virus into the S.H.I.E.L.D. mainframe that would track anything regarding Cybertronian.

Nick was far from an idiot, he knew what game Fury was playing at. If he couldn't study and note how Nick behaves in a controlled environment, then he would study the teen in the open. Nick felt a little disgusted that Fury would go to such lengths just to find out more about him. If he wants to know so much about him, he just needs to ask, though Nick knew some topics would need to be avoided, namely Unicron.

After a moment of thought, Nick was back to reality when Steve asked him something. "What's S.H.I.E.L.D.? Is that some kind of future word for pest?"

Nick smirked at the question. "In a way. They're actually a peace-keeping organization that works for the government. The name S.H.I.E.L.D. is an acronym, which stands for Strategic Homeland Intervention Enforcement and Logistics Division." Nick then noticed the confused expression of Steve. "While S.H.I.E.L.D. does do good in the world, they don't exactly use the most honorable methods of doing so."

Steve was about to ask another question when there was a loud crash, followed by Wasp screaming. In a second, both heroes bolted through the door and sprinted to the commotion. Passing down a few hallways, they turned a corner to see Wasp hovering in the middle of the corridor, a panicked expression on her face.

"Wasp, what happened? What's wrong?" asked Nick. Wasp pointed down the end of the hallway, the two men followed her gaze and saw a large Doughboy as it floated around a corner and morphed around a pillar.

"Ew." said Wasp, her face depicted that she was very disgusted. From the floor, a rocket launcher emerged, the Mansion's automated defense activating to eliminate the threat. The rocket launcher fired four rockets right at the Doughboy which struck their target. Instead of the usual explosion that followed, the missiles were absorbed into its body and detonated inside the Doughboy and the artificial creature burped loudly like the weapons were some sort of meal.

Needless to say, all three heroes were pretty disgusted by the Doughboy, though Wasp was first to get over her disgust.

"Okay, you're fat and disgusting," she said as her stingers began to charge up, "And lucky for me, slow." She then proceeded to charge right at the blob, firing her stings.

"Wasp, wait!" Warned Cap, but Wasp's stings had already impacted against the blob, causing it to roar in pain before in anger. Suddenly, in an impressive display of speed, lurched at Wasp, moving much faster than its size should really allow. In a few seconds, Wasp was flying back, trying to avoid the Doughboy as it continued to try and get to Wasp.

"Okay, I take it back. Not slow." Said Wasp in a panicked tone as she continued to fly back, frantically firing her stings at the Doughboy. A split second later, the Doughboy lunged at Wasp, who was able to dodge the artificial creature, however, she also brief forgot about Cap and Nick who was in the process of transforming into Nova.

"Incoming!" yelled Nova as the blob slammed into both him and Captain America, the Doughboy enveloped both heroes.

Wasp then began to fire her stings again, Doughboy roaring in pain as it tried to swat Wasp out of the air with its tendrils. Her small size and speed allowed Wasp to maneuver around the Doughboy faster than it could grab her. Changing tactics, the Doughboy flowed off Captain America and Nova, the former falling to the ground and the latter fell to his knees, groaning in discomfort. The Doughboy flew full speed at Wasp and caught up to Wasp, mouth wide open. Wasp let out a frightened scream as the large jaws of the Doughboy slammed shut with her inside its mouth.

"Wasp!" cried Nova as he sprinted at the artificial creature, though stopped in his tracks when he saw the Doughboy began to swell. A surprised expression on its face as it continued to swell, then suddenly, the Doughboy exploded in front of both Nova and Captain America who had regained himself to receive a face full of slime from the Doughboy.

"Wasp?" called out Nova looking around the hallway, trying to find his teammate. From the remains of gunk that was once Doughboy, a pair of insect wings emerged and flew up a few feet into the air. Some coughing and brushing away of the slime revealed a very unhappy Wasp.

"Okay, that was disturbing." She said while she continued to brush the gunk off her.

Suddenly, a beam of energy struck Wasp in the abdomen, knocking her America and Nova, who clenched his fists, turned around to see the one responsible.

"Captain America, it's been a long time." greeted Zemo, snidely.

"Zemo." snarled Captain America as he saw his enemy.

Nova's teeth with clamped tightly when he saw Zemo holding the smoking weapon. Nobody attacks his friends without emerging unscathed. Nova pulled out his katana, holding it in his right hand and was about to rush Zemo, but a growl drew his attention. Turning around, Nova saw another Doughboy emerged, pale eyes locked onto Wasp like she was an easy target. Nova and Captain America stood back to back as the stared down their enemies.

"I will engage the creature, you take on Zemo." suggested Nova as he snapped his battle mask shut. Receiving a nod from the Captain, they both charged at their adversaries. Nova sprinted forward, his large mass cracking the floor as he slashed his sword into the Doughboy, slicing it in half. The attack drew the Doughboy's attention of Wasp who was still unconscious and onto Nova. The artificial creature roared angrily at Nova, its body morphing back together. The Doughboy then flew at Nova, crashing into the Prime and slamming him into a wall. Nova grunted as he shoved the creature off, well as best he could considering the Doughboy is, well, like to dough and morphed around his arms. Seeing that physical attacks were not going to be effective, Nova sheathed his katana and pulled out his Energon rifle and opened fired on the Doughboy.

While Nova shot Doughboy, Captain America charged Zemo, who fired several shots at the soldier, however, thanks to his speed and agility, Captain America effortlessly dodged the shots. Jumping into the air, the Captain performed a tornado kick that knocked Zemo's handgun from his grip and then knocked the man himself to the ground. Captain America planted his boot on Zemo's chest to keep him pinned.

"Excellent, I was worried you wouldn't be as I remembered you. I wouldn't want anything less than perfect for this." Said Zemo, his voice caked in mock glee. He then kicked Captain America off of him and drew his sword. "All these years, I thought Red Skull had defeated you. Now, I can finally take my revenge."

Zemo charged right at Captain America, he swung his sword in a wide arc, but Captain America was able to dodge the slash but not the kick to the chest, courtesy of Zemo. Captain America stumbled back a bit from the kick but regain his stance as he and Zemo began to circle each other.

"How are you still alive, Zemo?" demanded Captain America.

"Death means nothing to me," answered Zemo, "I have evolved my body over the years. While you remain as you were."

Zemo then lunged at Captain America, skillfully slashing his sword at the soldier. Cap' did all he could to avoid the sword, without his shield, his only option was to dodge the swings and slashes from Zemo. Until he found an opening or an opportunity, Cap would have to dodge the sword until he found one. Zemo, however, was fortunate enough to scrape the blade of his sword across Cap's chest. Cap grunted in pain as his hand clutched the wound he had been dealt, feeling the warmth of blood against his hand. Attempting to retaliate, Cap threw a right hook at Zemo's face, but the villain was able to dodge the attack and slash Cap's right flank. Captain cried out in pain as he fell down to the floor, momentarily stunned in pain. Zemo loomed over his fallen enemy, grinning sinisterly as he was about to get his revenge.

At the opposite end of the hall, Nova was firing his rifle. The bursts of Energon provided a good amount of damage to the Doughboy as it roared in pain as each shot hit its mark. The doughboy roared at Nova as it grabbed chunks of the mansion and hurled each one at Nova, the Prime effectively shooting the chunks out of the air and resumed his barrage on the artificial creature. In his peripheral vision, Nova saw Cap injured on the floor and Zemo standing above him with his sword ready.

"Captain!" yelled Nova as he took aim at Zemo, but before he could fire, the Doughboy grabbed Nova by his back and threw him into a wall, making a large hole that Nova was stuck in. The Doughboy then pinned Nova against the wall, careful to keep the Prime's rifle aimed away from its body.

Nova struggled as he tried to free himself, the Doughboy slamming a large hand into Nova's head, pressing it into the wall and in an angle where he could see Zemo and Captain America. The villain glanced at the artificial creature, seeing that it was handling the Prime he returned his attention to his hated enemy.

"You're alone Captain," Said Zemo, "A relic in this world. Arnim Zola's creatures' will deal with your new friends, but you? Let the Skull have Bucky. Your life is mine to take."

Zemo then leaped into the air, yelling at the top of his lungs as he came back down, his sword poised so the tip would impale the Captain right between his eyes. The suddenly, everything came to a sudden halt when Captain America's shield appeared from nowhere and embedded itself just above Captain America in the wall, stopping Zemo's blade from reaching the soldier. Zemo leaped back in surprise as he and Captain America both turned to see the one responsible for the shield. Poised on a ledge, a man wearing a black ninja cat-suit. He then leaped off his perch, pulling out a strange glowing purple dagger and threw it right at the back of the Doughboy, causing it to roar in pain and forget about its previous captive. The distraction was just what Nova required as he pushed himself out of the wall and pulled out his Decepticon Hunter. Forming his long sword, Nova fired a massive blast of lighting directly into the chest of the Doughboy which screeched in agony as its body began to swell till it exploded. Nova was almost covered completely in slime as he turned around to face Zemo.

Seeing his shield Captain America was able to slip it on to his arm and rip it out of the wall.

"Alright sock face, you want a fight? You got one." snarled Captain America, the mention of his old partner stirred up a lot of anger as he charged right at Zemo. He blocked a slash from Zemo's sword and countered with a strong kick to his stomach. The Baron stumbled back as he held his stomach. Taking the advantage, Captain America spun around, his shield ready to be thrown as he built up enough momentum till he threw right at Zemo. The Masked Demon was able to dodge the shield, but after sixty years, he seemed to have lost experience with his former opponent when the shield ricocheted back and struck Zemo in the back of the head. The shield bounced off one more wall as it returned to Cap's arm.

Zemo stood up, though he raised his sword to block Nova's massive sword as it came down on his blade. Zemo fell to one knee as he held the blade back. Nova then kicked Zemo in the chest sending him sliding back, Nova charging right after the villain. Nova let out a battle cry as his sword swung brutally to the left, knocking Zemo's sword to the side before Nova swung again in the opposite direction. Zemo staggered back, as Nova followed and swung as hard as he could, roaring in rage as the blades connected, however, thanks to Nova's greater strength and his swords durability, Zemo's sword snapped in two as Nova sliced a majority of the blade off. The baron did not have time to register the destruction of his weapon when Captain America slammed the edge of his shield under Zemo's chin, sending the villain flying back and landing in a daze.

"Give up, Zemo." ordered Captain America as he and Nova approached the villain.

"You've lost." concurred Nova.

"Never," seethed Zemo, "This is my world and you don't belong in it."

Captain America halted in place, Nova doing so as well to glance at the soldier. "I may not know a lot about the future, I know one thing about the past: You lost the war. You'll always lose whether I'm here or not."

"Besides, the world could always use old fashioned." added Nova as he and Captain America kept their gazes looked on Zemo.

Zemo glared daggers into Captain America, his chance to destroy his enemy one and for all had come after sixty years was now gone. After so long, he had the advantage in the world he saw change while the Captain just emerged a few hours prior. No. In a swift movement, Zemo threw an explosive device, which he took from his belt that passed the captain and Nova. The device itself landed about two feet from Wasp.

Nova moved first, running full speed as he dove towards Wasp, careful about his strength as he scooped her into his hand and braced himself for the explosion.

A wave of fire and debris erupted from the spot the device exploded. The hallway was completely shredded, parts of it were on fire. Nova was completely covered in soot and some scratches here and there, but thanks to a Cybertronians durability he was pretty much fine.

"Nick! Are you alright?" yelled Cap as he ran over to Nova who was getting up, though was still kneeling.

"I'll be fine." said Nova as he stood up fully, Wasp in his large hand though still unconscious. Cap turned around to look for Zemo but found his enemy to be gone, as well as the mysterious savior in the ninja cat suit.

A second passed before Wasp regained consciousness and sat up in Nova's large hand. "What'd I miss?" asked Wasp when she saw the destroyed hallway. Captain America then remembered something Zemo had said during their fight.

"I'll explain on the way. Your team is in trouble." said Captain America to Wasp as she flew up from Nova's hand.

"Indeed, Avengers Rollout!" gave a battle cry as he transformed into his semi-truck mode and roared down the hallway and to the entrance to the underground base. Cap and Wasp trailing behind. This fight was far from over.

* * *

 

**_Liberty Island, Hudson Bay, New York_**

New York, a treasure trove of tourist attractions, one of them being the famous Statue of Liberty. Standing in the Manhattan Bay on an island of her own, it would be a good day to visit. Were it not for the mass of Doughboys that had latched onto the island and by covered it in their slimy forms. The Avengers had responded effectively immediately, however, the mass of Doughboys was making it far more difficult to deal with.

Each Avenger was struggling to combat or free themselves from the monsters, but they were having very little effect or progress. No matter with they did to the Doughboys, nothing seemed to have much effect or provide some advantage. It got to the point where Thor was getting very annoyed and attempted to destroy the monsters by striking them with lightning. With each lightning strike, the mass of Doughboys would only increase.

"Thor, stop! The electricity is only making it grow." called out Giant-Man as he futilely tried to escape the mass of Doughboys by way of strength.

Thor stopped using his lighting and vainly attempted to slam Mjolnir into the face of a Doughboy to no effect. "You say science is responsible for this monstrosity?!" asked Thor, getting annoyed as he tried to escape the monsters.

"Well, people are responsible for it," defended Giant-Man as he was further into the mass. "Bad people using science very irresponsibly."

Around the same time, Iron Man was having no more progress than his teammates since none of his weapons seemed to do any effective damage. Every time the billionaire shot one, it would merely reform like nothing had hit it in the first place. The no effect was starting to make the hero panic.

"Someone do something!" screamed Iron Man as three Doughboy tentacles grabbed a hold of his limbs and began to pull him down.

Suddenly, a white, blue, and red shield came out of nowhere and sliced through the tentacles. Now free, Iron Man looked up to see a Quinjet with Captain America standing on the loading ramp. Wasp then flew out of the Quinjet, while Nova, who flew here via Hyper Mode, flew down beside her. Both heroes open fired on the mass of Doughboys, bolts of Energon and Stings struck the mass and the Doughboys roaring in pain as each shot struck the mass. The mass soon began to retreat off the downed Avengers, freeing them as the mass continued to wither in pain. Captain America pulled Iron Man to his feet as he blocked a tendril from one of the Doughboys.

"Thanks." said Iron Man.

We're not done, soldier," cut in Cap as he locked on arm onto Iron Man as the armored Avenger flew into the air to regroup with the others. Wasp and Nova had moved closer to the ground, creating a small perimeter as the continued to fire at the Doughboys for the Avengers to group at. "This is one of Arnim Zola's genetic freaks."

"Zola, of course. I should have recognized his work," said Ant-Man, the other Avengers could practically see the gears turning in his head. "That's why Wasp's stings and Nick's Energon are so effective. Wasp's is bioenergy and Nick's Energon is harmful to anything organic, including the creatures."

"You know the madman?" asked Cap, raising an eyebrow.

"I studied some of his creatures." explained Ant-Man, "They all had a weakness; an instability. And with the right frequency, we can accelerate the instability." As he finished, Ant-Man helmet folded onto his head. Twisting the dials on the sides of the helmet, he adjusted the frequency till he found the correct frequency. In seconds, the helmet that was once used to communicate with insects was now a sonic weapon that could combat the Doughboys and to great effect. Around him, Doughboy's howled in pain as the frequency from Ant-Man's helmet bombarded them with sonic disruption.

"Iron Man, modulate your repulsors. Match the energy signature my helmet is putting out." called out Ant-Man.

"J.A.R.V.I.S... what he said." relayed Iron Man.

 _"Indeed, modulating repulsors now."_ informed the a.i. as the repulsors were modulated to the same energy frequency of Ant-Man's helmet. Once they were modulated, Iron Man fired his repulsors at the Doughboys, the beams slicing through the mass and the Doughboys roaring in pain. Even with their weakness, the Doughboys began to get their second wind and reform.

"There's too many!" cried Wasp as she fired her stings at whatever Doughboy came too close to her. The Avengers soon began to struggle against the relentless torrent of Doughboys and would soon be overrun. Nova knew this as he continued to fire at the Doughboys, determined to make the most out of his blasters, firing everything he had. Sudden, his comm link activated, Teletran 1 bringing in an update.

 _"Alert, Autobot vessel detected in the vicinity. Establishing connection."_ informed Teletran as the patch soon changed.

"Autobot vessel this is Nova Prime. There is a situation that requires immed-," began Nova, but was cut off when he heard a familiar laugh.

 _"Seems like you got yourself into a little trouble, Prime."_  said a smooth and kind voice, one that Nova knew well. Looking up at the sky, Nova saw an Autobot ship down low and a ramp opened up. From the ramp, a white, red, blue, and black sports car with a spoiler came out. The car transformed midair and landed gracefully on the ground. The Autobot was someone Nova was glad to see.

"Jazz, it is nice to see you." greeted Nova as he landed on the ground beside Jazz, the bot was about five feet and ten inches (think TF: RID 2015 Jazz).

"I heard how you talked about heading back your old stomping ground to help out, thought I would do the same. Guess my arrival was well opportune." said Jazz as he looked around.

"The creatures you see are highly susceptible to sonic weaponry, the only trick is to find the correct frequency." informed Nova.

"Well, guess I better make some noise." said Jazz with a smirk. From his shoulders, two large speakers emerged and began to charge up. "Hey, slime balls. Haven't ya heard?" called out Jazz as he found the correct frequency. "The party don't start till Jazz walks in!" with that, he fired his sonic blasters, the waves of sound sent absolute agony through the Doughboys, almost immediately the creatures pulled away till they all exploded, slime raining down around them. The ocean of doughboys was over, and several Avengers were covered in slime, Thor being the worst covered, followed by Nova.

"Victory...is ours." said Thor as he looked down at his slime covered body.

"Indeed." agreed Nova as he brushed some slime off. Soon the Avengers began to regroup, Jazz joining the group.

"Well, I suppose that could've gone better." said Jazz, a tiny smirk on his face, his blue visor retracting up.

"Who are you?" asked Wasp as she flew up to Jazz.

"Well, aren't you a pretty sight for sore optics." greeted Jazz, causing Wasp to blush slightly.

"Avengers, this is my friend, Jazz. He was one of the Autobots who knew of my status as a Prime." introduced Nova as he placed a hand on Jazz's shoulder.

"Bumblebee and the others told me about Earth, but they may have left out the killer slime monster." said Jazz jokingly, causing Wasp to snicker. Before any more introductions could be done, the heroes and Autobot were surrounded by a crowd of cheering civilians. Most of the praise went to a super soldier, Captain America. A small smile could be seen crossing the soldiers' face because, despite the changes around him, the world hadn't changed so much from when he knew it.

* * *

 

**_Avengers Mansion_ **

A few hours later, the Avengers returned to their homes, Nick bringing Jazz to the mansion where he could stay and be introduced properly to the Avengers, though probably tomorrow, given recent events left the Avengers and Nova exhausted.

However, in the living room, Tony, Steve, and Jazz were just relaxing. Jazz kicking his legs up and lounging on the couch beside Tony while Steve stood watching the news report of the Avengers taking down Arnim Zola's Doughboys.

"Bioengineered monsters? Freaky-ooze creatures? Was it always like that fighting evil in the forties or on this planet?" asked Jazz casually.

"No," came the soldier's response as he glanced over his shoulder to look at the Autobot and billionaire inventor. "Sometimes it got strange." added Cap with a smirk.

Tony just stared at the soldier for a moment. "Did you just make a joke? Captain America has a sense of humor."

"Who'd a thunk it?" added Jazz with a laugh.

"Don't get used to it, soldiers. And please, call me Steve." the super soldier said.

"Tony stood up from the couch, "I found something; I want you to have it."

He then pulled out an old photograph and handed it to Steve. When the soldier saw it, a grin spread across his face. In the photo was he with Bucky and one other man wearing a dark suit.

"Howard Stark." said Steve with a chuckle.

"My father looked up to you so much. We all did. We all do."

"That was a long time ago." said Steve as old memories began to catch up with him. His smile fell when he realized that everyone he ever knew was gone. "Thank you for the photo, Tony. It's actually all I have now."

"Not so true," said Jazz as he stood up from the couch. "You've got the Avengers. You saved a lot of lives from whatever that thing was and whoever made it. Something tells me that Tony thinks your place is here with the Avengers."

"Exactly. So, how about it?" asked Tony as he extended a hand. Steve looked at the hand for a moment, his smile returning. Even though he was from another time, his country was still here and he also remembered a promise he made with a certain teen.

"I'd be honored." Said Steve, as he shook hands with the billionaire. Tony then looked at Jazz, though the Autobot could already guess what he was going to ask.

"Let me guess: same idea for joining?" guessed Jazz. Tony chuckled and nodded. "Well if Prime likes you all, then that's good enough for me; I'm in."

"Now, when can I meet the Avenger who saved me from Zemo? The one in the black cat suit?"

Tony's happy expression changed to something more confused, "Wait, who?"

* * *

**_Arnim Zola's Laboratory_ **

Within Zola's laboratory, Zemo came stumbling in, clutching the wound he received from his fight with Captain America and Nova Prime.

"Your creatures failed me, Arnim." Called out Zemo into the darkness, "In order to defeat Captain America, we must destroy the Avengers." Looking around, he realized that Zola still had not responded.

"Arnim?"

Suddenly, a light turned on in a section of the laboratory, revealing the passive form of Arnim Zola. Above him was the beautiful figure of the Enchantress, by her side was the Executioner. "Baron Zemo," greeted Amora, smiling seductively to the man, "I have an offer for you."

**_TO BE CONTINUED..._ **


	6. Old Enemies, New Interests

**_Chapter 6: Old Enemies, New Interests_ **

In the Avengers Mansion, home to several heroes, one hero was getting up in the early morning to beat the crowd to train in the Avengers Training Room. That hero was Nicholas Prince, aka Nova Prime. Lately, Nick has been having vivid dreams, or visions, likely correlating with his presence on Earth and the mission he was assigned by Primus. However, at the moment it was about five in the morning.

 _"Good Master Prince,"_ Greeted J.A.R.V.I.S., the Avenger's resident A.I., similar to Teletran-1. A few days ago, Nick had introduced Teletran to Tony, though regretted it later as the inventor became incredibly interested in the Cybertronian A.I.  _"It is currently 5:00 in the morning. Exactly one hour and thirty minutes earlier than previous mornings."_

"Morning J.A.R.V.I.S.," greeted Nick as he sat up in his bed and swung his legs over the side and began to head for his closet, though stopped after two paces. "And I've told you before, you don't need to refer to me as Master Prince. Nicholas will do just fine."

 _"Of course, sir,"_ answered the A.I. though Nick felt a tiny amount of sarcasm in the words. Sighing, Nick continued to his closet and began to get dressed.  _"Master Prince, the minimum requirement a seventeen-year-old human teenage boy is eight hours of sleep."_

"I agree, but things have become complicated for me. What with the Primes and such."

_"Sir, you haven't achieved a set sleeping routine since you returned from the realm of the Primes. And from what I can infer from my most recent scan I have taken of you, the neurological activity within your mind shows that you are distressed."_

"Perhaps I am J.A.R.V.I.S., but as a Prime, having responsibilities of defending everyone, can you honestly blame me for being distressed?" asked Nick as he finished putting on his clothing. "Can you please activate the training room?"

_"Sir, I must insist that you return to bed. The disruption within your mind is causing your neuroreceptors to lose their sensitivity to serotonin and norepinephrine, leading to impaired cognitive functions."_

"And what about my Cybertronian form?" asked Nick, knowing full well that the A.I. had no information regarding Cybertronian biology, meaning that Nick had won this argument.

Despite having no lungs, or organs of any kind, Nick could almost hear J.A.R.V.I.S. sigh in defeat.  _"What level shall I set the course for you, Master Prince?"_

"Level four; been needing to try something new for a change."

* * *

 

A few hours later, the sun was almost above the New York skyscrapers, and the residents were already moving around for the day. However, for one resident, he was currently taking on the Avengers combat drones and not exactly holding back against them.

The training room had several holes were blown in the walls and floor, courtesy of Nova's Ion Rifle, and pieces of robots were scattered here and there. At the center of the room, Nova stood his ground against three combat drones, in his hands were his twin Katanas, poised in a defensive stance but also ready to strike at a moment’s notice. Nova twirled his swords around before pointing at one of the drones, sending a dare to attack. The drone then lunged at Nova, but the Prime used his superior size and strength to impale the drone through the shoulder and threw it into another drone, catching it off guard. Using his right katana, he impaled the blade through the forearm of the drone before slicing the entire arm off at the elbow.

Nova shoves the drone off and swings his swords around, the right slicing off a chunk of the first drone he attacked before slicing the blade of his left sword across the chest of the second. The first drone was getting back up, but Nova impaled its shoulder with his right katana and rolled across its back and spun the drone around before ripping his sword out of the drone and throwing it right into the second's chest. The third drone, which had yet to attack, tried to flank the Prime, but Nova predicted this and grabbed drones left arm and sliced it off with his sword before putting the drone into a headlock and impaled the blade into the neck of the drone. Nova twisted the blade sharply to the right before ripping it out and twisting the drones head off.

The remaining two drones tried a combined attack, though it did not go well when Nova swung both his fist out, slamming them into the drones, though one was able to block the attack but not the brutal punch that went through the chest before it was ripped out. Nova turned his attention to the last drone, the same one that still had his sword stuck into it. Nova then lunged forward, grabbing the handle of his sword and ripped it out its chest. Following the momentum, he kicked the drone to ground, swinging his sword into the back of the head, taking a chunk out of it before impaling the blade right into the drone's face plate. Using all his strength, Nova twisted the blade ninety degrees so the flat edge of the blade was horizontal, and then proceeded to rip the drone's head completely off.

Nova then slid the head of the drone off his sword and looked around the room to see his work. While he was not fond of fighting, he knew that it was sometimes necessary to act first before a situation got out of hand or the time for discussion had passed. Nova slid his katanas back into their sheaths and turned back into Nick. That's when a slow clap sounded behind the Prime and Nick turned around to see Janet walking into the training room, a small smile on her lips.

"And here I thought Cap's training was tough." quipped Jan as she approached Nick.

"Morning, Jan. So, what brings you down here?" asked Nick.

Jan stopped, her face looking at the teen with concern. "J.A.R.V.I.S. told me about this morning. How you haven't been sleeping that well," Nick's expression hardened slightly, but not enough for Jan to notice, or maybe she did when she placed a hand on Nick's shoulder, "Nick, why didn't you tell us about what is bothering you?"

The Prime looked away for a moment before looking back at his friend. "Jan, visions that I've had, they are...complicated. Even with the wisdom, I was given, I don't think it's something I really want to look further into."

Jan pulled Nick into a hug for a second, seeing that he was slightly dishearten. "You know you're not alone, Nick. You've got me, Cap, and the others, to talk to."

Nick, sighed, knowing that she wouldn't really drop this for a while. "Perhaps, but not right now anyway." Nick broke out of the hug and began to head for the showers, leaving Jan in the partially destroyed training room and the remains of the drones.

* * *

 

After having a shower and getting a new set of clothes, Nick headed down to the kitchen to get some breakfast. After a hard training session, he was ready to just relax for a little bit, though it was hard to do so. Memory flashes plague Nick's mind, producing a vivid image of the world around him burning and a large figure looming above him with blood red eyes.

While Nick was having his breakfast, Jan, Steve, and Jazz were in the living room. Jan was pacing worriedly while Jazz sat in one of the chairs and Steve on the couch. Their current topic for discussion was about Nick and his recent state of mind.

"I don't know what to do, Cap," said Jan as she continued to pace. "He's been having these visions and been tearing up the training room for three weeks now, but he won't talk to anyone about it."

Steve sat in the same spot as Jan continued to rant, Jazz nodded that this was different, even for a Prime.

"I know I'm not related to him but...seeing him like this...just...bottling everything up..." Jan trailed off as she sat down in one of the chairs, burying her face in her hands as she tried to figure out some way to help Nick. Jazz then leaned forward to put in his own perception of the situation.

"Not to sound rude or anything, but this is how Primes normally are." said Jazz, remembering the war when he fought beside Optimus, seeing the stoic leader work.

"What do you mean?" asked Jan, looking from her hands.

"Well, all the Primes that have ever been, they were all almost stone-faced leaders. Including the last one: Optimus Prime," explained Jazz, "Never seen Optimus laugh, cry, or lose his cool. But seeing the kid like this...it's harder on him than us, I mean, he's trying to live up to his heritage. But he's also human, meaning he's going through a lot of emotions, fear that he isn't cut out for this, doubt that he can really do much to help," continued Jazz as he stood up to head to the kitchen though stopped in the doorway to lean on it and look back at the hero. "He just needs time, Jan. We all do when your world is turned upside down."

"Jazz is right," said Steve as he stood up and joined the conversation, "Just give him time, Jan. He'll come around when he's ready and when it comes to anxiety."

Janet looked up at the soldier then at the Autobot as she thought for a moment before nodding.

"Good," said Steve as he began to leave the room, "I have to go into the city. I'm meeting this Nick Fury I've heard so much about."

This warranted a surprised look from Jan and a confused expression from Jazz, he heard of Fury and S.H.I.E.L.D. from Nova and he could not really understand why the soldier would want to meet up with him. "Don't worry, I'm only going to meet with him. Nick, Tony, and Hank have already warned me about the kind of thing S.H.I.E.L.D. has done. I just want to get my own opinion on them."

Jan relaxed, though not by much, considering how the same organization is constantly eyeing her friend, Nick, with some less than commendable plans in mind for the Prime. Seeing her relax, the soldier was able to leave and soon Jan and Jazz left to the kitchen where they found Nick sitting at the table, finishing a cup of coffee and a doughnut; but a contemplative aura hung around him that even the most insensitive person could see.

Jazz headed over to a machine Stark had made so that Cybertronians (if they should be at the mansion for whatever reason) could get a small canister of Energon. Jan went over to the coffee machine and turned it on, the sound of the maker filled the once silent kitchen while the three heroes stood in silence. Jan just watched Nick who was so deep in thought, he didn't even acknowledge the noise the coffeemaker created while it ground up the beans.

Jan was trying hard to figure out some way to get Nick's mind off his anxiety, then there was one idea.

"Hey Nick, me and Thor are going to bust an A.I.M. deal that's going down today. You want to join?" asked Jan, silently hoping that Nick would agree. Nick looked up for a moment, he noticed Jazz leaning against the counter where he got his Energon.

"I think it would be better if Jazz were to go with you," said Nick. Jazz was about to protest, though Nick continued, "While Jazz has been here for about two weeks, he still needs more experience on Earth and fighting alongside both you and Thor against A.I.M. should not be a challenge for any of you."

"You know you could always help Tony or Hank with the hard drive?" offered Jan.

Nick shook his head. "While I do know a good amount about technology, I don't think I would be of much help. Besides, Tony is meeting with someone named Williams today as well." Since Cap mentioned the masked cat suit ninja that saved him and Nick, Tony and Hank had been working on J.A.R.V.I.S.'s memory to see if there was anything that would support that the man was there, despite there being no evidence.

Janet's face dropped a little, but Jazz had one idea in mind when he saw the TV broadcasting something that could peak the teen's interest.

"Well then how about that?" asked Jazz as he gestured to the TV, causing Nick to look up at the TV. The channel was currently on a live news report about an armored truck that was recent robbed, "Maybe you don't need to do something big, but you can do something like this in an hour, maybe two at most. And afterward, you can one of those snacks you like. Uh, cinnamon pretzels or something."

Nick snorted in amusement as he stood up. "You know me pretty well, Jazz," said Nick with a chuckle as he put his coffee mug in the sink "Any idea on who was robbed?"

"S.H.I.E.L.D." answered Jan with a smirk while Jazz just laughed. A full smirk spread across Nick's face.

"This is too good an opportunity to pass up."

* * *

 

About an hour and a half passed since Nick left the Mansion, heading to the site of the robbery in his car, wanting to be discreet cause S.H.I.E.L.D. would be after him if he was seen as a robot. Besides, Nick needed to get some more practice behind the wheel. Soon enough, Nick pulled his car over to the side of the street that the turned over truck laid while a pair of S.H.I.E.L.D. agents were combing the scene.

"Teletran, scan the truck, ground, and debris; all variables." requested Nick as he put on a set of sunglasses to avoid as much eye contact as possible.

 _"Scanning,"_ said the Cybertronian A.I., the windshield lit up blue, a white beam raced across the width of the screen.  _"Scan complete. Energon traces have been detected, unique tire impressions in the asphalt have also been detected."_

"Any idea on what was stolen?"

 _"S.H.I.E.L.D. network indicates that a prototype microprocessor was being transported."_  Nick tapped his chin, thinking about what a person could do with a prototype like that.

"Where do the tracks lead?" asked Nick as he started his vehicle up and began to drive away from the scene.

 _"Mapping."_ stated Teletran, the mini screen in the center of the dashboard lit up and a waypoint was created. Nick increased his acceleration slightly and began to head faster down the street. Occasionally weaving through traffic to get to the end as quickly as possible. Some civilians honked the horns when Nick drove by, though right now he had more important problems than driver safety, not that it isn't important mind you.

After a few minutes of driving through New York, Nick came to a slow stop just outside a small warehouse. Stepping out of the car, Nick locked the vehicle and the car itself shimmered for a second before disappearing. Nick began to walk towards the warehouse, though stopped when he saw a car completely destroyed, but Nick knew better that this wasn't just a regular car. While Nick had uploaded a small virus into S.H.I.E.L.D. he also reviewed all the vehicles used by the organization, this being one of them, but one only used by senior members.

'Can't really blame them for wanting that hard drive and processor back.' thought Nick to himself as he continued to the warehouse. Upon reaching the side, Nick saw an open window. Nick took a few steps back before sprinting up the side, grabbing a hold of part of the building and hoisting himself up to the window where he snuck inside. Inside, the Prime began to make as little noise as possible, walking down a staircase, though his large size was making it difficult.

When he reached the bottom of the stairs, Nick tensed up for nearly a millisecond, his instincts that he honed while in the realm of the Primes were on edge. That's when he heard a small noise. Anyone else would brush it off as the wind or a rat, but Nick knew better or rather he heard better than most people. The noise was in a pattern similar to footsteps like someone was trying to creep up on him. Add in the fact that he could barely discern the slow breaths the person was taking in.

'This guy is gonna try and surprise attack me,' thought Nick as he continued onward, leaving no inclination he made the would-be ambusher, 'Let's see how good this person is.'

Nick continued on, walking around a corner, knowing full well the assailant was right around it. The person had no time to react when Nick whipped around faster than he could guess and grabbed the arm of the person, before flipping him over his shoulder so he could pin them to the ground by grabbing his neck. Nick pulled his fist back to knock his assailant out but froze when he saw who it was. In fact, the person wasn't even a guy but a girl around his age, maybe a bit younger.

Her long blonde hair was tied back into a ponytail, she wore a uniform consisting of blue pants and a brown aviator's jacket with a symbol he was familiar with. Around her neck that Nick was gripping was a red scarf. If it had been another situation, Nick would have been entranced by the bright blue eyes of the girl.

"Oh my God, I am so sorry!" said Nick as he suddenly let go, of the girl as she sat up to rub her neck. This, however, was a ruse because the girl then suddenly kicked Nick right in the center of his chest, causing the Prime to slide back on his feet. Jumping to her feet, the girl drew her pistol, which was in a holster on her hip and began to shoot at Nick. Instead of dodging, Nick allowed the shots to hit him, he wasn't worried because he knew that his ability to absorb energy would protect him. Seeing that her shots weren't working the girl placed her pistol back in its holster and sprinted at Nick. She began to through several punches at Nick, though the Prime only blocked each attack with ease. At one point the girl grabbed Nick's arm and threw the Prime across the room though it did not go well as Nick regained his stance. Sprinting at Nick, the girl performed a roundhouse kick though the Prime grabbed her leg and flipped her around so that she was pinned underneath him and her arms restrained by his hands.

"Can we discuss this peacefully please?" asked Nick calmly, ignoring their current position.

"I have nothing to say to a mutant freak." spat the girl, though Nick did not take any offense, or didn't show it because he merely shifted her arms that were pinned above her head so he could hold them both in one hand while his other reached into his pocket to grab his i.d. card.

"Then how about an Avenger?" asked Nick, the girl's eyebrows raised slightly but not much.

"And is that supposed to make me talk?" deadpanned the girl.

For a minute, both teens stared at each other, blue eyes locked with each other before they both spoke at the same time. "Who are you?" said Nick and the girl at the same time, before looking at each other, confused. "Excuse me? I need answers... No,  _I_ need answers...Would you stop that! You stop that!"

Inside Nick's head, he could hear some of the Primes, the more kiddish ones, cackling in laughter at how he and the girl were talking to each other.  _'You would think they were dating.'_ said Onyx, Nick shot the Prime a mental glare before returning his attention to the girl.

"Alright, enough!" stated Nick, the girl looking up at him from the sudden outburst. "We're not getting anywhere so how about we exchange i.d.s and get this over with. I'll go first, my name is Nicholas Prince; I work with the Avengers, though S.H.I.E.L.D. may know me as Nova Prime. Now your turn."

The girl seemed surprised to see Nick reveal his identity to her, though the Avengers I.D. card came as a surprise. After a moment, she returned the gesture of i.d.

"My name is Carol Danvers, I work with S.H.I.E.L.D., I was tasked with finding a retrieving a stolen-"." finished Nick as he remembered what was stolen.

"-microprocessor, capable of completing tasks three times faster than the average processor." finished Nick as he remembered what was stolen.

"How'd you know that? And for that matter how did you know how to get here, did your colleague tell you?" asked Carol, trying to figure out more and if Nick was somehow involved.

"Yeah, nice try Carol, but I ran a scan of the robbed truck and was able to get the delivery manifest. As for how I got here, our thief left behind custom made tire treads and residual Energon traces." defended Nick, smirking slightly, though Carol also sported a smirk.

"How'd you know the tire tracks were custom." she asked accusingly.

Nick rolled his eyes while sighing, "It's a very distinctive track. Ugh, this reminds me of the time I was being questioned by Coulson."

"You know Coulson?" asked Carol.

"Um, yeah. Blond guy, tall, wears a business suit, kind of a prick." listed Nick as he thought about the agent. That last detail made a small giggle escape Carol's lips, though Nick returned to the situation at hand. "So how'd you find this place?"

"Can you get off of me first." requested Carol, causing Nick to remember their position, though instead of being embarrassed or getting flustered, Nick only gave a sly grin.

"Aww, and here I was just getting comfortable." Nick laughed as Carol blushed furiously at the statement. "Alright, up you come." Nick got off Carol's stomach and let go of her hands, though helped pull her to her feet.

"S.H.I.E.L.D. has access to all cameras in the world. Whenever a picture or a recording is taken, S.H.I.E.L.D. knows about it, so running through the cameras, we tracked a purple custom motorcycle to the area. I was sent here to scout and report what I find."

Nick nodded, seeing how it made sense; it would be less of a difficult task when you have access to that much surveillance. Nick had to hand it to Raf, the kid would have to be seriously good with computers to be able to help keep the Autobots a secret from S.H.I.E.L.D. for so long.

"Alright, you seem to check out," said Nick, "I will track down the criminal while you do your scouting patrol." Nick was about to walk off but Carol ran around to block the Prime.

"Excuse me?" asked Carol blandly, "But this is an S.H.I.E.L.D. operation, so if it's all the same to you, I'll be taking the bad guy and the stolen property with me. You can go and just have a can of oil to drink since you’re a robot." Carol turned on her heal when she felt a strong grip on her arm.

"Even if that criminal is a Decepticon?" asked Nick rhetorically, causing Carol to adopt a confused expression, though the expression disappeared as she pulled herself out of his grip.

"How do you know for sure this guy is a Decepticon?" asked Carol as she placed her right hand on her hip.

"Only Cybertronians know how to properly process and use Energon, something that humanity has yet to understand. And I know this is a Decepticon because an Autobot would never openly attack innocent civilians or put lives at risk." replied Nick, his Prime side coming out to drive his point. "It would be best for you to allow me to help you, someone with more experience with fighting 'cons."

The Agent and Avenger held glares at each other, the staring contest continued on for about a minute before Carol sighed. "I'm not gonna get rid of you am I?"

"Nope."

"Just don't get in my way." said Carol as she conceded to the teen's intense stare. Nick nodded as the two began walking further into the warehouse. But after a few paces, a loud clang was heard, causing the Prime and agent to instantly get into defensive stances. Nick's fists glowing with blue energy while Carol held her pistol in her hands. The two began to head towards another staircase, heading further down into the building when they came to a doorway, the door hanging slightly open.

"Get behind me." both teens said at the same before looking at each other, "I got this. No, I do." There was another staring contest between the two, though it was harder for Nick because a chorus of laughter erupted in his head. Nick sent them a mental death glare, daring them to continue laughing. The laughter stopped but there was some snickering. In the contest, neither teen was willing to give in so they agreed on one thing. "Together." they said at the same time. Nick went to the right side of the door while Carol went on the left.

Nick held up a hand with four digits up. He then began to count down. Carol nodded as they both got ready to break in. When Nick reached zero, his fists glowing blue, he punched the door right off and Carol went in, handgun raised as Nick held both his fists up, pointed towards whatever he deemed a threat. Upon looking around, there were signs that someone was clearly here, from the knocked over oil drums to some spare parts scattered across the ground. On a table that was in the room, a large container with the S.H.I.E.L.D. logo was left behind. Carol sent Nick a glance, then teen nodding and leading ahead. They got closer to the container when Nick touched the lip, the locking mechanism was sliced open, most likely by the thief. Nick then lifted the lip up but frowned when he saw it was empty.

"Empty?" asked Carol as she lowered her gun when she saw the container herself.

"Sure looks that way." said Nick as he dropped the container, the one that once held the microprocessor.

Carol let out a frustrated groan as she glared at Nick. "This is your fault!" exclaimed Carol.

"What!" yelled Nick as he stared at her, surprised, though his expression became more frustrated. "How is this my fault?!"

"Because if you hadn't shown up and got in my way, I would have caught up with the Decepticon-"

"And probably die." interrupted Nick. Carol was about to retort, but Nick continued. "Carol, Decepticons are incredibly dangerous and can come in a huge variety. S.H.I.E.L.D. has little to no data regarding them, their methods, habits, or names. If you went in now, you would practically be going in blind. Besides, you shot me!"

"After you threw me into the ground and held me by my throat!" countered Carol.

"Well, maybe next time you shouldn't try to attack a Prime!"

Carol placed her hand on her temple as she tried to get rid of her headache. "Unbelievable," muttered Carol to herself, "all that time spent arguing with a stupid half alien robot when I should have been searching and reporting the thief's location."

"But the Prime's right about one thing." said a voice that echoed through the warehouse. Carol and Nick instantly back on defense, Nick opting to turn into Nova. The two began scanning the room for any signs of the person who spoke out. "You probably would have died, blondie."

From behind a crate that was in the warehouse, a five-foot-nine robot, with a purple paint job, long claws, arms, and legs strolled out. His optics were blood red while he grinned sinisterly at the two. A large sword was slung across his back, while what appeared to be two missiles were attached to his shoulders were locked to his shoulder plating. Nova gritted his denta as his battle mask snapped shut while he pulled out one of his katanas when he saw a very familiar purple symbol in the Cybertronians chest: the Deception insignia.

Carol aimed her handgun at the Decepticon while Nova gripped his sword and adopted a stance ready to sprint right at the con. The Decepticon did not seem afraid of the Prime who stood two feet taller than him if anything was to go from his grin that showed his sharp teeth, he almost seemed giddy in the presence of the Prime. Carol, strangely seemed afraid of the con, her normally confident expression faltered as she took a step back.

"I figured S.H.I.E.L.D. would send one of their cronies after me when I hit that truck. But I never thought I'd see the day I get to fight a Prime." continued the Decepticon. Nova narrowed his optics as he locked his vision on the con.

"Who are you? How do you know I am a Prime? And why did you attack the S.H.I.E.L.D.?" demanded Nova as he stepped forward, his foot cracking the ground slightly. The con only scoffed at the attempt of intimidation.

"Well, I suppose I should humor you with one of those answers," snarked the Decepticon. "The names Fracture, I'm what you call a bounty hunter and mercenary. As for how I know that you're a Prime, Nova. Well, let's say an old buddy of yours decided to spill the beans as humans say."

Carol kept her pistol trained on Fracture as he stood where he was. "That's nice, now why did you rob S.H.I.E.L.D.?" demanded Carol.

Fracture only chuckled at Carol's demand. "I'm a mercenary and bounty hunter, sweetheart. Figure it out." said Fracture as a blade extended from the top of his wrist and he lunged at the agent. Carol dove to the side while firing her pistol, the shots pinged on Fracture's armor but did very little to hurt him. Nova then shot forward and swung his sword into Fracture's wrist blade, a shower of sparks erupted from the two blades. Nova used his greater strength and forced Fracture to step back, but the con merely smirked as he jumped back, letting Nova's sword hit the ground.

As Fracture came to a stop, he felt several shots hit his armor and he whipped around to see Carol shooting at him. "Airrazor, Divebomb, why not give the good agent a proper con greeting." requested Fracture as the two torpedoes on his shoulders shot off and flew into the air. Both projectiles came to a slow stop before transforming into two small Cybertronians.

One of the cons had large long arms with sharp-clawed digits and short legs, likely named Divebomb. The other had a more streamlined appearance, smaller arms, but had four legs and stood upright, this one named Airrazor. Both Cybertronians sported the Decepticon insignia on their chests.

"Sure thing boss." said the one with the large arms as he and the other rushed at Carol. Carol began shooting at the smaller cons, forcing both to jump away, since their armor wasn't as strong as their master's. Fracture turned his attention back to the Prime, though barely had enough time to react when Nova swung his sword at him. Fracture continued to dodge the attacks when he found an opportunity and sliced Nova's shoulder, the Prime grunted in pain, but pushed through and grabbed Fracture by his arm and threw him across the room and into a group of oil drums.

Divebomb leaped at Carol, but the agent had more experience than he guessed because she flipped over him and grabbed the small con by his arm and threw him into Airrazor. Both minicon's got back to their feet, ready to for another fight.

Nova was currently forcing the con bounty hunter into another sword fight, the Prime having a clear advantage with his size and strength but Fracture was able to compensate for those differences with his higher speed and agility. "You should know Prime," said Fracture as he swung his large sword at Nova causing the Prime to sidestep the attack. "I never thought I would fight against someone like you." Fracture then reached for a small device that hung at his hip and threw it up in the air. The device burst, causing a blinding light and bang to temporarily stun Nova, giving Fracture an opening to sweep the Prime's legs from underneath him. Nova fell onto his back before rolling to the side to avoid Fracture's sword. "When word gets out how a Prime was beaten by me, I'll have more job offers than I can count."

Fracture then swung his sword, but Nova caught the blade between his hands and then head-butted Fracture in his face, causing the bounty hunter to fall onto his back. The con looked to his side to see Carol had taken on both Airrazor and Divebomb who both were thrown by the agent in front of him. Carol pointed her pistol at the minicons, and Nova sheathed his sword.

"That is if you actually beat me, Fracture." countered Nova as he pulled out his rifle. "Now hand over the processor."

Fracture merely chuckled as he got to his feet, his little minions follow suit. "If you want it so badly," said Fracture as a dark smirk crossed his face. "You're gonna have to catch me." As he said that, dozens of flashbangs erupted in the room, Carol and Nova were both caught off guard, blinding them for a minute. Both Divebomb and Airrazor transformed into their torpedo modes and locked onto Fracture's shoulders. He then transformed into a custom purple Harley, and roared past the Prime and agent, smashing through a door and sped off into New York.

When their vision returned, Carol saw that Fracture had escaped. "I can't believe I was so stupid to engage a Decepticon without backup." yelled Carol in frustration.

"Carol, do not blame yourself." said Nova as he looked at the teen, however his words fell on deaf ears as Carol continued to beat herself up.

"I should have called it in the minute I heard something, I should have-" Carol stopped when she felt a metallic hand lay on her shoulder, looking up, she saw Nova looking down at her, his optics holding concern.

"Carol, this is not the time for 'should have, or 'could have's. Fracture is incredibly resourceful from what I can infer, and it would be likely that he would have retreated before any S.H.I.E.L.D. operatives or reinforcements could have arrived in time." said Nova calmly.

Carol looked at the Prime for a moment, but she then brushed his hand off. "What do you know?" she spat, "I told you this is an S.H.I.E.L.D. operation, you had no right to be here." Nova's eyes narrowed for a second, but soon Nova turned into Nick as he held his gaze with Carol.

"Carol, I had as much right to be here as you." stated Nick, Carol scoffed but he continued. "A short time after I joined the Avengers, Fury and I met for a brief moment to discuss the presence of Decepticons. Fury knew that S.H.I.E.L.D. had little to no information regarding the Decepticons. So, I made a deal with him: I would have full authority over any and all operations regarding Cybertronians, as long as a S.H.I.E.L.D. agent is present, I would have full jurisdiction. To that end, as of now, you are under my watch. I will not place civilians at risk by allowing a task force to apprehend a being they have no information on."

Carol spun around, ready to argue but realized that he was right. S.H.I.E.L.D. had no information regarding the Cybertronians. So the best way to deal with threats was to allow someone who does know what to do.

Looking down, Carol let out a sigh of defeat. "Fine," she said, Nick nodded as he began to walk past Carol towards the exit that Fracture escaped through. "Hold it!" Nick sighed as he turned around. "I may be under your command, but don't expect me to follow every single order."

"Carol, I would not give an order I was not willing to do myself, now come on, we have a Decepticon to arrest." with that, both teens began to leave. "I trust you have some way of tracking Fracture?"

"This guy is smart; picked on the one street where all the cameras are under maintenance." growled Carol as they walked out of the warehouse. When Nick had arrived, he parked his car around a corner nearby the same car that Carol had likely taken, and was also promptly destroyed. Outside, Carol and Nick looked around for any signs of where Fracture could have gone, Nick was looking around when he saw some tire marks in the asphalt.

"Got a fresh trail." said Nick, waving Carol over. The agent came to Nick as she saw the same tire marks.

"Okay we got tire marks, but that isn't gonna get us very far." stated Carol as she gestured to how the markings end as Fracture likely evened his driving out.

"True, but the markings do have tiny traces or sodium chloride in the rubber. Likely from coming into contact with salt water, meaning, Fracture's regular hiding spot for his ship or his employer's ship are likely near the docs." deduced Nick as he looked down at marks.

"How'd you know that?" asked Carol quizzically.

"Cybertronians have much better vision than humans."

Carol's jaw dropped slightly, Nick was way more perceptive than he let on. "Oh." was all Carol managed to say.

"Now that we have more info, we can narrow down the likely places Fracture might have gone to."

"Or, we can track Fracture given his vehicle mode does not have a driver. A motorcycle driving itself doesn't exactly say subtle." said Carol as she deduced what they could also do.

"We can track the model and paint job, but that last part about the driver isn't gonna work." explained Nick. "Cybertronians can generate small hard light holographic forms called holoforms. Fracture could have generated a false driver to avoid suspicion. Then there is the matter of finding out the maker and model the motorcycle he..." Nick trailed off as he approached a store with a tv that was connected to a small camera that projected what it was seeing on the tv screen.

"Uh, Nick, are you gonna tell me what you were about to say?" asked Carol as she approached Nick from behind.

"The tv, that's how we'll figure out what model Fracture is." said Nick as he turned to Carol.

"How?"

"The owner of the store likely has this same setup running each day, recording whatever passes by, and look where the tire marks lead from." said Nick as he gestured to the marks. Carol followed the markings and saw they lead back to the warehouse Fracture just escaped from.

"Fracture was caught on camera heading out." said Carol with a grin. Nick nodded, sharing a similar grin as they entered the store. A few minutes later, Carol and Nick left, after flashing her S.H.I.E.L.D. badge, the store owner graciously showed the camera footage of the day. Rewinding the footage, both Carol and Nick saw Fracture escape, his vehicle mode slightly smaller than regular motorcycles. A purple modified 2015 Sportster Seventy-Two, pretty obvious if you think about, a mercenary driving a rugged motorcycle.

"Ok, now that we have a model and a likely location Fracture has been all this time, we'll be able to narrow down his location," said Carol as she and Nick stood outside the store, "Once we get a hit, Fracture is as good as done." Carol was about to pull out her phone, but a hand on her shoulder stopped her.

"Perhaps, but given how Fracture was able to avoid S.H.I.E.L.D. like this, I would hazard he might have found a way to intercept chatter. Our best bet would be able to go after him ourselves. Once we have him captured, we can get some coffee as a job well done." it took two seconds for Nick to realize he said that last part aloud. Nick's face turned a little red when he saw Carol giving him an odd look.

"Uh, would you like to get some coffee after we're done?" asked Nick, slightly uneasily.

Carol looked at Nick for about fifteen seconds before shrugging. "Alright." was her response.

Nick's eyebrows raised for a second, though dropped as his calm persona returned, well, returned mainly after hearing some sigh's from the Primes, likely the ones that did not really approve of forming a relationship. "Thank you." said Nick as he was about to leave.

"Hold on a second," said Carol as she placed a hand in front of Nick. "I can't just take matters into my own hands. My mission was to scout and locate the stolen objects and then report them." she said in an authoritative tone, though the tone paled in comparison to Nick's when he was in full Prime mode.

"Except we don't have their exact coordinates yet, so it would stand to reason your mission is not yet complete." countered Nick. Carol was about to retort but stopped when she realized that he was right. She sighed as she began to walk off, Nick remembered that this was likely the same area where her car was parked though he asked anyway.

"Where are you going?" asked Nick as he walked beside her.

"To my car. We're gonna need something to track down Fracture." came her response, though Nick's eyes widened at the state of her car.

"Yeah...about your car..." Nick trailed off as the turned the corner and Carol froze in tracks. The car was still completely trashed like when he first saw it, Nick rubbed the back of his head while also placing a hand on Carol's shoulder.

"Fracture must have found earlier and eliminated it so to make it harder for us to follow him." said Nick as he guessed what Fracture did.

"It was a standard issue S.H.I.E.L.D. tactical, reconnaissance vehicle, state of the art equipment and technology, that only the most trusted agents can drive. I had it only for one week." Carol held her head in one hand. "The tracking software in the onboard navigation would have been able to track Fracture and get us there easily."

Nick then decided to try and help her out. "Carol, listen, it is not the equipment that makes the agent who they are, but the agent herself. You don't need unique technology or possessions to prove yourself to others. Besides, there are other ways to get around." said Nick as he turned Carol so she would look at him in the eyes. Carol groaned as she pulled out of his grasp.

"If you think I am going to ride inside you, I will stick a grenade down your throat." snapped Carol, Nick only rolled his eyes.

"I was not suggesting that you should, instead we'll take my car." said Nick as he pulled out his Avengers i.d. card.

"Your car?" asked Carol. Nick only smirked as he pressed a button on his card. Behind Carol, Nick's car shimmered into existence. Carol looked behind and saw the muscle car, the engine hummed to life as it drove over to the two teens. Carol looked at the car then at Nick, placing her hands on her hips. "Is this part where I'm supposed to swoon?"

Nick sighed and opened the door to the driver's seat. "Just get in." said Nick as he closed the door. Carol opened her door and got in. When Nick was seated, he placed a hand over the center of the steering wheel, which was the Autobot symbol and a faint red glow ran up and down his hand. A beep sounded after it finished scanning his hand and the engine roared to life. In a second that followed, the car was driving down the street and into New York City.

"I guess you have some form of program or system to help us track down Fracture?" asked Nick as he glanced at Carol for a second.

"Under normal circumstances, I would have used the S.H.I.E.L.D. access in my car to scan for the model of Fracture's vehicle mode and how often it appears in a certain area. But since my car is a pile of wreckage-" began Carol but was cut off when Nick interrupted.

"Teletran-1, access S.H.I.E.L.D. database," requested Nick. Carol looked at Nick in surprise but her surprise was then directed to the small computer screen that was located in the middle of the dashboard.

 _"Accessing."_ said a computerized voice, the screen lit up as the S.H.I.E.L.D. symbol appeared, underneath was a small loading bar, one that was progressively filling up.

Carol then turned to look at Nick. "S.H.I.E.L.D. has the most advanced systems and firewalls on the Earth. You can't just-" she was once again interrupted when Teletran spoke out again and the screen lit up once more.

 _"Access granted."_ stated Teletran. Carol turned to look at Nick as shook was clearly evident on her face; he just accessed the most secure organizations in the world in under a minute. Nick glanced at her for a second before returning to his attention to the road.

"S.H.I.E.L.D. tech is impressive, but Cybertronian tech is far better. Also, Carol, I would like to introduce Teletran-1. An a.i. created by the Autobot's during the war." Informed Nick while also introducing Carol to Teletran.

 _"Greetings Agent Danvers."_ greeted Teletran as the screen lit up once more, blinking as Teletran spoke.

"Teletran, I need you to place a frequency counter for the last week in the waterfront area for a purple custom motorcycle." requested Nick. Soon the screen lit up once more, creating a map, then a waypoint where the most likely area for Fracture would be at.

Carol looked around the car, eyes widened as her jaw dropped slightly; she was sitting in a car made with alien technology and had an alien computer system. This was something she had been dreaming of since she was like six and was staring up at the stars. That's when Nick's words replayed in her head.

"Wait, war? What do you mean?" asked Carol, looking at Nick.

Nick closed his eyes when they came to a stoplight and took a deep breath before turning his attention to Carol. "Something for another time, Carol." answered Nick after a moment.

Carol continued to look at Nick for awhile, clearly not taking no for an answer. "Ok look mister noble alien robot. I am a highly trained agent of a peacekeeping organization and unless you start talking, I will label you as a threat to the planet."

Nick pulled the car over, stopping in a parking spot, and he turned to look at Carol. His expression about as stone as an actual statue, not a trace of fear or uncertainty. He was a prime, he would have to face against a god of pure evil and the source of all evil in the universe. He would have to experience pain on a whole other level and face it with complete coordinance. Being labeled as a public threat would just be a social and public problem in terms of status, something he was not interested in.

"And do you know who I am?" asked Nick, having a better argument to defend himself. "I am the son of the most powerful being in the known universe, trained by warriors that lived longer than the Earth and, in turn, have to face the incarnation of destruction and chaos at some point. So to put it clearly, there is nothing you or anyone else on this Earth that will cause me fear or pain then what is already set out." stated Nick, his tone low. The way he spoke caused Carol to lean back slightly, but Nick sighed, his once intense stare softening. "But if you must know, let me start at the beginning..." Nick pulled away from the curb and continued their journey as they left for the waypoint Teletran had set. About half way there, Nick had just finished the history of Cybertron and the involvement of Earth before going on to how he was all tied into this.

"So there you have it," said Nick as he finished, making a right turn towards the docks. "I'm kinda surprised that Fury didn't really tell a lot of people, you know with how my race has treated Earth and such."

Carol rolled her eyes. "Please, there are hundreds of threats and issues across the planet that S.H.I.E.L.D. has an eye on. We can't drop everything just for one half alien robot god." Then her curiosity peaked. "How are you so, I don't know, wise?"

Nick tapped his chest. "Inside me, there is a device called the Matrix of Leadership, it holds the sum total of the wisdom of the Primes. The Matrix is also a vessel of pure energy and what makes a Prime a Prime. It also makes me the leader of the Autobots."

"So that makes you some sort of general?" asked Carol curiously.

"In a way," answered Nick, after he said that, a sly smile crossed his lips. "Guess that means I outrank you."

Carol snorted in amusement at that but kept her eyes on Nick. As they approached the destination of where Fracture was last spotted, Carol was lost in thought about Nick and how he was so interesting to her. Was it his leader like persona? The instinctive ability to take command and lead a group of people? Carol was so lost in thought that she didn't notice Nick had stopped the car at their destination having been staring at Nick intently.

Her stare did not go unnoticed by Nick as he looked at Carol for a moment, seeing her looking at him. "Carol, is something wrong?" asked Nick, concerned for her wellbeing.

Carol snapped back to reality and faced the front of the car, seeing they had arrived. A slight red tint colored her cheeks. "Nothing," she said rather quickly, causing Nick to raise an eyebrow but left it alone. "So we're here?"

Nick nodded as he got out of the car, Carol followed suit as they rounded the front of the car and Nick stood looking at a specific warehouse. "There's our warehouse." Carol nodded but was stopped when she felt Nick grab her arm. "Considering what happened last time, I think you need a new weapon." Nick ran around back and opened up the trunk. Carol followed behind to see what Nick was getting. Inside the trunk was what looked like some sort of storage locker laid out across the bottom of the trunk. On it was a small screen that lit up when Nick touched it. Pressing a few keys, parts of the locker opened up and some pieces of tech came out. In a few seconds, the pieces were assembled into a silver and blue handgun (Imagine Optimus Prime's blasters from TFP but with a grip and trigger". Nick took the gun and handed it to Carol.

Carol looked at the weapon in interest before turning to look at Nick. "What's the occasion?" asked Carol, not that she was complaining.

"Well, if we're going to take down Fracture, you're going to need a gun that can actually do some damage to him or his little cohorts," answered Nick as he began to walk towards the warehouse, "Besides, I trust you to use it properly. Just be sure to prime it before firing. First button on the grip."

Carol looked at the grip to see where Nick was talking about and saw the small button. She then noticed that Nick was already halfway towards the warehouse. "Hold it for a second." ordered Carol as she ran up to stop Nick. "While it looks all clear, something tells me that Fracture had likely set up sensors around the building."

Nick nodded as he placed a hand on his chin in thought. Carol had begun reciting some S.H.I.E.L.D. entry tactics. "Standard operations call for roof entry. We'll scale the side of the warehouse to the roof where-" Carol stopped midsentence when Nick interrupted.

"The plan for entry is pretty straight forward, Carol, but also something Fracture would likely predict. From what I could tell when we first encountered him, he is likely prepared for any entry plan that involves conventional means," said Nick as he looked up at the warehouse.

Carol folder her arms across her chest. "Okay, so how would you do it, Prime?" asked Carol tauntingly. Nick only smirked when an idea formed. Carol's expression became slightly nervous for whatever idea Nick had, something told her that she should have called for backup.

* * *

 

Inside the warehouse as Fracture's ship, plus some Energon and Fracture himself. He was currently laying out the product he recently acquired from that S.H.I.E.L.D. transport. It was way too easy for the mercenary, though it was only business, nothing personal. He chuckled darkly as he looked at the time; his buyer would be almost here. Divebomb and Airrazor were currently keeping an eye out, monitoring the small sensors that they had scattered about around the warehouse. Suddenly one of those sensors began to go off.

"Boss, we've got movement at the north exit." reported Divebomb. Fracture stalked over to the monitor to see Nova Prime driving headlong at the warehouse. He should have known the Prime wouldn't be far behind.

"Leave it to a Prime to ruin a business deal." stated Fracture as he extended one of his blades. Divebomb and Airrazor had found their place to ambush Nova as he drove right through the wall, sending debris across the room. Fracture shielded himself with his arms to block some pieces of debris. Nova kept heading right at him and transformed. Performing a roll, Nova threw a massive straight right to Fracture's midsection, sending him flying back, slamming him into a stack of crates.

"Master, no!" cried out Airrazor as he then leaped at Nova and grabbed onto his head. Divebomb then latched on to the Prime's leg and began slashing at him. Nova grunted in pain, though he pushed through and grabbed Airrazor, holding him in one hand. Nova stooped down and grabbed Divebomb. "Let us go!"

Instead of answering, Nova slammed both Airrazor and Divebomb into each other, dazing them before he threw them into Fracture. Divebomb groaned as he shook his head. "Now that's rude." groaned the minicon. Fracture grit his denta as he saw the Prime approaching him, but smirked as he pulled out a trigger.

"One more step Prime and I blow us all to the the Allspark." threatened Fracture as his thumb hovered just above the trigger. Nova just smirked as he folded his arms.

"Looked up lately?" asked the Prime, confusing Fracture. The merc then felt a tap of something against his helm. Looking up, he saw Carol aiming the handgun she was given by Nick right at his head. Carol looked up at Nova for a moment.

"I still can't believe this plan worked," mumbled Carol just loud enough for Nova to hear. "It was completely insane and reckless. The kind an idiot would come up with."

"Who's the more foolish, the fool or the fool who follows him?" countered Nova as he chuckled. Carol glared dangerously at Nova.

"I can't believe you used Star Wars against me; that is low." stated Carol.

"Gah, get a room you two." groaned Fracture. Both Nova and Carol glared at Fracture and his minicons. Fracture then dropped the trigger and raised his arms in the air in surrender. However, Nova's was telling him something was wrong.

"This was way too easy," said Nova as he looked down at Fracture.

"Indeed." stated a cold emotionless voice. Nova's optics widened as he turned around to the entrance he made. Suddenly, a massive explosion collided with Nova, sending him flying at Carol. While in the air, Nova turned back into Nick and crashed into Carol, sending them both to the ground. Carol groaned as she sat up, Nick on top of her and unconscious.

"Nick...Nick?" asked Carol as she tried waking Nick up, but saw that he was unconscious. Heavy footsteps shook the ground behind her, causing Carol to look back and regret she had. The last thing she saw before being knocked out herself was a large blood red eye.

"Restrain them both and prepare the devices for inspection." stated the owner of the cold voice.

* * *

 

Nick woke up, groaning as he felt his entire body ache in pain. He felt like he did after a training session with Onyx, in pain and wishing that Micronus had been the one training him. Shaking his head, Nick cleared some daze in his head as he sat up.

"Nick...Nick." whispered Carol, drawing his attention. Looking around, he saw that he was bound around his chest and his arms were tied together. Looking over his shoulder, he saw Carol was tied against him with her back against his.

Nick blushed slightly at their closeness they were currently in but was thankful that they were facing opposite directions.

"Ugh, Carol?" asked Nick as he groaned trying to recount the seconds before losing consciousness. "What happened? What hit me?"

"I don't know, some Decepticon," answered Carol, as she glanced at the Decepticon in question. In their current position, Nick couldn't see who it was.

"I can't believe you got us caught!" scolded Agent Danvers.

"I know, I'm sorry. I should have taken into account that the buyer may be here or arrive here." sighed Nick as he agreed with Carol.

"If we did recon, then maybe we could have spotted the Decepticon coming."

"Okay, you made your point." groaned Nick, getting a little annoyed. "Look, if we're going to get out of this we need to work together. You may not like me and that's fine, but can you at least respect me and trust me to help us get out of this mess?"

Carol took a moment to think, he was right, he made mistake but that doesn't mean it's over. The agent sighed as she looked over her shoulder to look at Nick in the eyes, seeing the determination in them, she believed that he may pull them through.

"Okay, yeah, I trust you." said Carol. Nick gave a small smile.

"Okay, here's what we do..." began Nick.

"Hey, boss, look who woke up." said Divebomb as he keeping an eye on them.

"Well, well. Looks like our little couple is finished with their beauty sleep." taunted Fracture.

Both Carol and Nick blushed at the comment. "We are not a couple!" both teens said at the same time.

"Could have fooled me." sneered Fracture as he crossed his arms.

"Fracture, it is illogical to belittle the prisoners at the current time." said the same emotionless voice Nick had heard earlier. Nick's eyes widened as he recognized the voice, and Carol felt Nick go rigid at the voice.

"Shockwave?" breathed Nick as he said the Decepticons name. The con in question came walking towards the teens, his large size dwarfing theirs as Shockwave stood at six feet, ten inches. He had his signature Hyperflux Cannon as his left arm while his entire face remained an expressionless eye. "What are you doing here, and how are you alive?"

"Your interest in my being on Earth is logical, as well as my survival." answered Shockwave as he stalked back to the table. "However you are in no position to be making demands."

Nick grit his teeth as he focussed some of his power into his hands, though he kept the energy low enough to avoid drawing attention. Seeing that they were not needed at the moment, Divebomb and Airrazor returned to their master as he conducted the trade.

"Hope this thing was worth the pay, Shockwave, speaking of pay." said Fracture as he held up his hand and made the money gesture with his fingers. Shockwave merely looked at him, making the bounty hunter slightly uncomfortable.

"I will give you your payment, but first, we must dispose of any witnesses." said Shockwave in a cold tone. Fracture chuckled darkly as he approached the two teens. He then stopped in front of Nick, wanting to take out the Prime because a chance like this is a once in lifetime opportunity.

"Any last words kid?" asked Fracture as he grabbed Nick by his shirt and pulled his other hand back, the blade extending. Nick only smirked as he knew Fracture had gotten too close than he really should have.

"Smile for the blasts." said Nick as his hands shot up and fired to blasts of energy into Fractures face. Both beams enough of a punch to send the con flying across the room and crash into the side of his ship. Nick ripped the bindings off his hands and broke the rope that was tied around his chest, freeing Carol in the process. Shockwave, who had been standing off to the side took aim with his cannon and fired at Nick. Nick merely absorbed the energy and sent it back at Shockwave. The shot collided with his chest but did little damage.

"Carol, go get the processor, I'll keep Shockwave busy." ordered Nick as he transformed into his Prime mode.

"What?! No, you get the processor!" Carol retorted as she spotted the handgun Nova had lent her.

"Carol." ordered Nova in a hard tone as he looked down at Carol, the agent meeting his gaze. "Please." Carol sighed as she nodded.

Nova pulled out one of his swords and charged at Shockwave. Shockwave also charged and the two meet each other with a brutal punch to their heads. Nova was able to recover first and slashed his sword at him, but the Decepticon shifted back to avoid the sword before slamming the barrel of his cannon against Nova's chest. Nova slid slightly as he steadied himself. Out of the corner of his optic, he saw Fracture getting back up from being shot in the face.

"That was pretty underhanded for a Prime." snorted Fracture as he extended his blade and charged at Nova. The Prime was forced into double defense as he was attacked by both Shockwave and Fracture. As this was going on, Carol had retrieved the handgun that Nova had lent her and had grabbed the microprocessor from the table. She turned around to see Nova getting back into a corner as both Decepticons continued their assault.

"So much for the new age of Primes." snarked Fracture as he raised his blade and Shockwave took aim. Seeing her teammate in danger, Carol aimed at the Decepticons before an idea formed in her head. Looking, she saw a few beams had been damaged when Nick had shot Fracture. Some of his energy shot off in different directions and slammed into a few objects, one being a support beam.

"Not on my watch." said Carol to herself as she aimed up at a lose beam and fired. The shot had more power than Carol guessed because she was knocked back from the kick of the weapon. The projectile slammed into the damaged beam, causing a part of the warehouse to collapse. Both Decepticons looked up seeing the falling debris, but Nova moved first, tackling Fracture and leaving Shockwave to be buried under the debris. Once on top of Fracture, Nova pulled his right fist back and punched Fracture hard enough to knock him out.

However, the small victory was short lived as a shower of sparks came from the falling debris. One such spark landed on a puddle of Energon that had been flowing from Fractures ship since it was damaged when Fracture crashed into it when he was shot by Nova. This caused a fire to spread throughout the warehouse.

"Carol!" shouted Nova as he looked around for the S.H.I.E.L.D.

"Over here!" yelled the blonde in reply, causing Nova to look at the agent who was near the side of the warehouse. Nova sprinted over to her, lugging Fracture over his shoulder.

"Do you have the processor?" asked Nova while looking around.

"Got it!" answered Carol as she held up the device. The fire began to spread further throughout the warehouse, parts of the roof began to collapse and some flaming debris fell on top of Fracture's ship.

"We need to go, if the fire ignites the Energon in Fracture's ship, it will cause it to explode, destroying the entire building." explained Nova as he knelt down to pick up Carol and hold her carefully.

"I can take care of myself." said Carol, not exactly fond of being carried. Nova rolled his eyes as he began to run for the entrance. Unknown to them, from the debris that fell, a figure emerged from the pile. Nova carried both Fracture and Carol as he made his way through the fire. The entrance just a few yards away, displaying the afternoon sky. Nova picked up the pace slightly as he ran to the exit. But before he could get to the exit, a large blast erupted behind him, casting the Prime, Carol and the Decepticon to the ground.

Both Nova and Carol looked up to see Shockwave walking calmly at them as the world around him crumbled. Nova had taken the brunt of the impact while Carol was still fine, though slightly dazed from the fall. Carol saw that Nova would take longer to get to his feet and fight of the Decepticon, and time was not something they could really afford, so she got to her feet and steeled herself in Shockwave's path. Nova saw Carol sending in front of the con, questioning what she had in mind till he saw her finger wrap around the trigger of the handgun he gave Carol.

Shockwave took aim once more and fired right at Carol, the projectile of energy soared as it headed towards it's target. At the last second, Carol leaned to the side, Shockwave's blast passing by her chest as she took aim and fired her own shot. The projectile sped through the air, heading right for its own target: Shockwave's single eye. When the shot connected with the Decepticon's eye it broke, leaving the Decepticon blind. Shockwave roared in pain as he clasped his right hand over his injury as he stumbled back looking around helplessly.

"Carol we must go!" shouted Nova as he grabbed Fracture and Carol by her waist and sprinted out of the warehouse. Shockwave heard the shot and fired blindly at them all the while snarling in pain. But with his new blindness, Shockwave wouldn't have been able to escape the collapsing warehouse as more debris fell. One such piece fell onto the exhaust port of Fracture's ship and into a pool of Energon, the flammable liquid instantly catching fire.

Outside, Nova had just escaped the warehouse and made it ten feet, before the entire building exploded. Nova was thrown forward from the force of the explosion and shielded Carol from the wave of debris. Fracture was also thrown, crashing into a nearby building. Nova held his position over Carol for a few seconds, waiting for the sound of falling debris to stop. He also unconsciously lost focus and reverted back to his human form, still shielding Carol. Neither of them really knew what to do next as the waited for the ringing in their ears to stop. Carol recovered first, seeing Nick shielding her from the falling debris, well it had stopped thirty seconds ago.

"Nick, you can let go now." said Carol as she was slightly blushing from their close proximity. Nick noticed their position and got off quickly.

"R-right, I knew that." said Nick, this time, he sounded actually flustered. His demeanor changed to something more professional as he looked at the burning building, or rather the remains of one. "So much for Shockwave, and Fracture's ship."

"It would have been a really good asset for S.H.I.E.L.D." said Carol as she looked at the flaming wreckage. Nick then turned to Carol.

"So what happens now?" asked Nick as he then looked at the unconscious form of Fracture, "And what about him?"

"I contacted Fury the second we got free, S.H.I.E.L.D. should be coming around soon." answered Carol as she looked at Nick. Nick nodded, then he remembered something they spoke about earlier.

"Hey, Carol?" began Nick as he looked at the agent. "Are you still up for that coffee?"

"Sure." said Carol after she tapped her finger against her chin before shrugging.

"Great. I'll just grab my wallet and we can go." Nick barely made it two feet before Carol grabbed his arm.

"Why do you need you wallet?"

"How else are we gonna pay?"

"Uh, no, I'm paying for it."

"Why do you have to pay? I'm the guy, I'll do the paying."

"So we're bringing genders in now, are we?"

"I'm just being a gentleman and doing what needs to be done. And besides, I saved your life."

"Memory serves, I saved your life as well."

"Mine was far more dramatic than yours. I mean, I saved you and one of the bad guys from an exploding building."

"But I saved you from being shot and stabbed."

"Exploding building that is also on fire trumps being stabbed or shot or a combination of the two any day."

The two heroes continued to exchange in their banter, all the while the Primes watched over their youngest brother, some were down right rolling with laughter, others only smiled, happy to see him find happiness in his life once more. Among the Primes, their creator was the most glad of all. His son was growing up and he found someone he could relate to very easily. Perhaps this will become something more.

* * *

 

Under the remains of the burning debris, a lone Decepticon still lived. Buried, blind, and wounded, but very much alive, Shockwave struggled to remain alert, refusing to succumb to death's grip. But it would seem that this may be the time he dies.

"Shockwave." said a voice. Shockwave struggled to turn to the source of the voice.

"Who speaks to me?" questioned Shockwave, his tone remaining unfazed, even despite the pain he was in.

"My name is Barron Zemo," answered the voice. "I have a propostion."

**_TO BE CONTINUED..._ **


	7. Panther's Quest

**_Chapter 7: Panther's Quest_ **

**_Two weeks since Nick met Carol_ **

When you're part of a team, there tend to be some minor problems as well as benefits when you take on villains and that you know that someone is watching out for you as one of the benefits. Some of the bad times were when the team needed to be called for a long briefing. Though for Nick, he had other things to think about while the meeting progressed.

Ever since Arnim Zola's monster attack, Hank and Tony thought it would be the best thing to have a meeting regarding the incident. The only one who wasn't currently present was Thor, though his reason for being absent was to investigate some strange mystic energies in Norway.

Other than that, Nick was a little irritated with his team as of yet. When he got back from his recent outing with Carol, he found out that the bust Jazz, Wasp, and Thor went on had actually led them to AIM's main operation center lead by M.O.D.O.C., a technopathic villain who was augmented for the soul purpose of conquest. At the center, there was also the creation of a new villain, Wonder Man.

Formally know as Simon Williams, he was a proud owner of a company that was currently going under because of Tony's own production. In last ditch of effort, Simon went to talk to Tony about what should happen, he misunderstood what Tony meant and left enraged when he thought Stark was stealing his life's work. From the misunderstanding on Tony's part, Simon went to M.O.D.O.C. to get revenge on Tony. At A.I.M., Simon endured a procedure that transformed his body into Ionic Energy.

With his new found power, Simon went to go take his revenge on Tony, but after a while, his body began to break down and deteriorate. Tony tried to stabilize him by putting Simon into the Arc Reactor beneath Stark Tower, but before he could help Simon, his body finally deteriorated completely. The loss had left the Avengers feeling low about the fact they couldn't help someone.

Nick was a little frustrated that they didn't contact him or give him a heads up about what was happening. However, Janet did remind that Nick was having harsh nights so they thought it was best to leave him alone. Her exact words were: "We thought you needed some time to yourself."

Nick felt honored that the Avengers were only looking out for him, it got a little old because he is perfectly capable of looking out for himself. But on the bright side, he did meet Carol on the same day. After taking down Fracture and recovering the stolen microprocessor, and hopefully disposing of Shockwave, he and Carol went to go get some coffee and they had a pretty good time.

Beforehand, they bantered about who was going to pay for the coffee for the majority of the trip. It wasn't until they got to the cafe did they agree to split the bill. While at the cafe, they talked about a few things and just acted like regular teenagers for a change.

For Nick, it was a welcome sight, being treated like a normal teen instead of like some sort of general. The Avengers are good people to be around with, but they were more like the family Nick didn't really have but now does, so long story short, Nick needed to talk to someone his own age. Carol was the first candidate, and while her by-the-book-personality-that-could-make-Ultra-Magnus-proud did impress Nick, it got old for the Prime kinda fast. It was her strong will, her quick thinking, and courage that really stood out for him. And she did share a few interests with Nick like she always wanted to go to space; a wish that the Prime could also relate to. For the Prime, it was a fresh start to his new life and a new friend he had made, but there was one issue.

* * *

 

**_Flashback_ **

_After Nick and Carol had taken care of Fracture and be taken off by S.H.I.E.L.D. the two had left earlier and went to get some coffee as a sort of reward for their hard work. While Carol thought it was a bit tedious and unnecessary, Nick was more for it since he hadn't really drunk that much in the day. Once they were done, they said their short goodbyes, though slightly hesitantly, Nick couldn't help but feel something was coming._

_And he was right._

_A few hours had passed since he left Carol and Nick was on patrol, keeping an eye out and making sure everything was right in New York City. He had parked his car at a nearby lot and was currently checking a few things with the help of Teletran-1._

"Excuse, Nicholas." _Teletran said as he broke Nick out of his thoughts._

_"Yes, what is it, Teletran?" asked the teen._

"As you are aware of the worm program you installed into S.H.I.E.L.D. to make sure that any and all operations regarding Cybertronians or artifacts of Cybertron are to be tapped and recorded, there is one new mission that should warrant your attention."  _Answered Teletran as the A.I. brought up a camera feed of Nick Fury's private office. Everything seemed normal until there was a knock at the door._

_The door opened to reveal Carol walking into the office. A worried and nervous expression adorned her face._

"At ease agent."  _ordered Fury as he looked up at Carol who complied. The director then opened a file regarding her report of her mission._

"You had quite the day Agent Danvers. Tracking down and arresting three Decepticons who stole a microprocessor, and putting down a Decepticon mad scientist. A bit bold in your action to engage the targets without calling in back up."  _reviewed Fury as he glanced up at the blonde,_ "And I understand you had assistance on your mission. Could you care to elaborate?"

"Yes, sir,"  _answered Carol as she returned to attention._ "The Avenger's Cybertronian ally. Please believe me, sir, when I say I tried to get rid of him, but he was very respectful but refused to do so. While he respects authority, he is fully willing to voice his own opinion, willing to put his life on the line for others at the risk of his own well-being, and is constantly spouting out words of wisdom and..." _Carol stopped when she caught herself just rambling on about Nick, who honestly found it slightly amusing, then off topic when she noticed Fury looking at her with his eyebrow raised at her mini rant._ "Sir."  _Carol finished._

 _Fury leaned back in his chair as he retrieved something from his desk drawer._ "I'm quite aware of the Prime's presence, and I'm also aware that you and he spent some time together after you took down Fracture."

_Carol blushed slightly from the last sentence, but she kept herself composed for her sake when she saw Fury take out another file folder and slide it across his desk to her. The file itself was very thin, meaning there was very little information in there. But what caught her attention, and Nick's, was on the front page when she opened it was a picture of Nicholas Prince._

"I have a new mission for you, Agent Danvers."

_With that, Teletran-1 cut the video, seeing that Nick had narrowed his eyes._

"What are you planning to do, sir?"  _asked Teletran-1, detecting the slight change in Nick's heart beat. Nick leaned back in the driver's seat, his eyes closed as he began to think about what his next move was. If he let S.H.I.E.L.D. know that he knew about them spying on him, they would try again, next time taking more precautions, but if he made them think he didn't know, he could potentially learn more about their actions as well. But there was one snag that Nick knew he couldn't really do otherwise he would be no better than S.H.I.E.L.D._

_He'd have to use Carol._

_While he did not like, making sure an operation like S.H.I.E.L.D. is doing everything within ethical boundaries was very important to the Prime. But he couldn't do that to Carol, he just met her and was basically his first friend. With a sad sigh, he opened his eyes._

_"We let this run its course, but keep an eye on S.H.I.E.L.D. Something tells me that this is just the beginning."_

**_Flashback ends_**

* * *

 

"Nick? Nick?" Nick shook himself out his mini daydream when he realized he had lost his attention. Janet had lightly shaken his shoulder to get him back to reality.

"I'm sorry, what?" asked Nick as he blinked.

"We were just talking about the Catsuit guy." said Janet as she gestured up to the hologram.

"Right, right, sorry I was just thinking." said Nick as he rubbed his eyes. "Let's run the footage again." The footage Nick was talking about was a security feed JARVIS had taken when Zemo broke into the mansion with one of Zola's Doughboys.

When the footage was down rewinding, it played forward to show when the ninja appeared. Zemo leaped into the air and aimed his sword right down at Captain America, however, when the sword was about to strike him, his iconic shield came out of nowhere and wedged itself in the wall just above Captain America. The two foes look up at whoever was responsible and see a man wearing a skin-tight ninja catsuit.

"That's him." said Cap as he looked at the frozen image of the man, mid-leap.

The avengers all looked at the image, trying to see if there was anything they could use to identify the man.

"Wait. What am I looking for again? A giant cat?" asked Wasp as she tried to see what they were looking for.

"I'm pretty sure that's a man wearing a ninja suit, Jan." corrected Jazz as he also leaned forward.

"Can the projectionist make this brighter?" asked Cap without taking his eyes off the image. The Avengers looked at each other, sometimes they could forget that Steve was from the nineteen-forties.

"Uh, sure," said Tony slightly unsteadily, "JARVIS, run a full spectrum analysis, will you. And make it brighter." That last sentence was for Steve to make him feel more comfortable than out of place.

The image of the man was blown up on the screen, however, when the spectrum analysis came into play, his entire body turned black, only a silhouette of the intruder remained.

"Look at that," said Ant-Man, clearly intrigued. "Whatever he's wearing, it's absorbent to all energy spectrum. And what he did to JARVIS. The system still doesn't register there having been another person there."

The scientist typed a few commands on the computer to show a bird's eye view of the hallway and only two blips of where Cap and Zemo stood, but nothing where the mysterious man was.

"Okay, fine. I'll admit it. Whoever this intruder is, he's got some okay technology." Grumbled Tony as he crossed his arms.

Jazz only leaned back in his chair, a smirk forming on his lips. "Pretty sure that for this guy, your tech is and I quote: 'Okay technology.'" Jan and Nick snickered slightly at Tony's expense.

"All I know is that this man in black saved my life." said Cap as he returned the conversation back to the main topic, "He's an ally, not an enemy."

As soon as Steve said that, the mansions alarms went off with JARVIS reporting.  _"Intruder alert."_

Not needing any encouragement, the Avengers bolted out of the assembly hall and made their way to the front gate of the Mansion. As soon as they arrived there, they saw a man perched on the main gate, poised like a cat stalking its prey. He then leaped to the ground, performing some acrobatic flip as he landed on the grass. He stood up to face the Avengers, giving them a good look of what he was wearing and what build he was. About average height and an Olympic athlete's build, the man wore a black catsuit with purple gloves and boots. His mask hid his entire face and resembled a cat, complete with yellow eyes and pointed ears.

"So he's not an Avenger?" asked Captain America for confirmation as he and the other Avengers got into combat stances. Nick transforming into Nova Prime, his battle mask snapped shut and pulled out one of his katanas. Jazz's visor flipped down as he put his fists up ready to fight as well.

"Definitely not." said Tony as the man extended several claws from his hand as he pounced on the team.

"I got, AH!" cried out Iron Man as the man slashed his claws across his armored chest, leaving deep gashes. The strike had also left him to crash into the mansion's perimeter wall as a result of the attack.

 _"Armor hardware damaged. Shield generators offline."_ reported JARVIS from inside Iron Man's helmet. Several sparks flicked from the gashes.

The ninja then pulled out a pair of purple knives from his utility belt, the weapons began to glow purple.

"You think you're fast?" Shouted Wasp as she flew at her teammate's attacker. "Dodge these!" Wasp began to fire her stings at the ninja, but the man was not injured in any way. Instead, Wasp's attacks were somehow absorbed into his suit.

"What happened?" asked Wasp, confused as she hovered in place.

"Well he didn't dodge your stings." pointed Jazz as he ran up to assist Wasp with Ant-Man.

"I did say that his suit seemed absorbent to-Watch Out!" yelled Ant-Man as the two insect heroes both maneuvered out of the way from some energy shots that came from their attacker's daggers. Jazz performed a few acrobatic flips and curves to dodge the attacks.

"Woah! Easy there buddy," said Jazz as he dodged another shot that allowed him to get up close, "You could hurt somebody."

After his sentence, Jazz grabbed the ninja's arm and threw him over his shoulder, but the ninja recovered and reversed the flip, sending Jazz to the ground. The Autobot rolled to the side and performed a tornado kick that caught the ninja in the chest knocking him to the ground. Jazz then planted his boot on his chest, pinning the ninja. "Stay."

"Now, are you ready to talk about this?" asked Ant-Man as he hoped to resolve the situation with as little violence as possible.

Instead of responding, the ninja pushed a button on his wrist, sending out a massive wave of sound energy from his suit. For everyone, the sound was mildly uncomfortable, but for Jazz, it was like being hit by the Resonance Blaster. The Autobot cried out in pain before falling onto his back, in stasis.

"That sound. That's Vibrainium." realized Ant-Man, shocked to hear the element again. The cat ninja rose to his feet and shut off the sonic weapon. It took a few seconds for everyone to realize that Jazz was unconscious, and even less to get back into the fight. Captain America threw his shield at unknown combatant, but he dodged the attack, leaning back in a Matrix-like style, allowing the shield to pass over him. The shield ricocheted off the wall and back to Cap who caught his trusted tool.

"Enough of this." growled Nova as he charged at the ninja, swinging his katana down, but the ninja just leaped over the blade and used the Prime's back as a springboard to allow him to get to the side of the mansion and scale the building.

"You know what? I've had just about enough of super-tech-cat-ninja guy." Wasp said indignantly as she flew up after the cat ninja, firing her stings despite knowing they had no effect.

"Agreed." said Nova as he pressed a few buttons on his wrist. From the back of the mansion, it the courtyard, a panel opened up and Nova's trailer shot into the sky. Beforehand, Iron Man created a sort of launch system for Nova's Hyper Mode and Brute Mode trailer. It would launch from the mansion's armory whenever he needed it, and right now, he could use the flight advantage.

"Hyper Mode!" called out Nova as the pieces of the trailer assembled around him and locked into place. A few seconds later, Hyper Mode Nova Prime was hovering in place.

Flying closer, Nova tried to grab the ninja in his larger hand, but the attacker predicted this and flipped over Nova and grabbed onto his back and on tight. Nova tried jerking around to dislodge the cat ninja, but his claws were firmly latched into his armor.

"Get off me!" said Nova as he tried to reach behind him as he flew around, but saw it was futile. However, he had one more option, but he had to be careful. "I would like to apologize in advance for what I'm about to do." apologized Nova as he turned his back to the mansion. He then angled his thrusters so his back headed right for the mansion's wall. The ninja was momentarily perplexed by the apology, but when he saw, or rather felt, the side of the mansion slam into his back, plus Nova's larger mass slightly crushing him into the brick, did he realize his mistake. The ninja then fell to the ground but was able to land gracefully on his feet.

He would have moved if it weren't for the metallic click that sounded behind. "Don't move." warned Iron Man as he aimed a miniature rocket at the back of his head.

"Enough!" the ninja suddenly shouted out, his posture becoming more relaxed, even when Nova landed next to him in a thunderous clang.

"What's your game mister?" Demanded Captain America, indignantly as he marched right up to him."You save my life, then attack us. And now you expect us to believe you're just going to surrender?"

"I am not surrendering, Captain." replied the man plainly, Wasp had returned to normal size and was helping Jazz back to his feet. "I have simply seen enough."

Jazz was slightly off balance, the sonic attack catching him severely off guard as he leaned slightly on Wasp but not a lot.

"I'm fine alright, just need to rest my optics," groaned Jazz as he pinched the bridge of his nose, "and my audio receptors."

"I wanted to assess your abilities firsthand." the ninja cat continued as Jazz regained some balance and could stand with the Avengers. As soon as he did, the ninja pulled off his mask, unveiling and young African America man with dark hair, light brown eyes, and a solemn expression on his face. "I am T'Challa."

"Prince of Wakanda?" recognized Hank, surprised. "But what are you doing here?"

T'Challa looked down for a moment, contemplating what he should say. When he was down, he looked back at the Avengers.

"I need your help."

* * *

 

After getting Jazz fixed up, the Avengers and Wakandan were now in the meeting hall. T'Challa, otherwise known as the Black Panther began to explain.

"What do you need our help for?" asked Wasp, curiosity peaking, "You kind of mopped the floor with all of us, well, except Nick."

"Yeah, well for the record I was holding back." Defended Tony, sounding superior.

"I saw plenty of claw marks on your armor, Tony." said Jazz, earning a glare from the inventor before he continued.

"But Janet's right. We're kind of busy with an army of escaped super-villains." Nick, however, put in his own word.

"Let's hear the prince out first before we write him off," said Nick before looking at T'Challa, "You said you required our help?"

"I do. My country has been overthrown by a villain, not unlike the ones you are fighting," his tone was grave, but T'Challa remained professional, "A brutal fiend called M'Baku the Man-Ape. I need your help to get past the Wakandan people so I can restore the throne."

The last sentence sent a wave of confusion through the Avengers and Autobot; why the heck would the prince need their help to get by his own people.

"Get past the Wakandan people?" repeated Captain America, saying what everyone was thinking, "If the people are following this Man-Ape by their own free will, that's the end of the story."

"But..." said Nick, seeing the look on T'Challa's face.

"But you don't understand; the people are the problem." continued T'Challa, picking up on Nick's 'but.' The prince then stepped away from the Avengers till he was standing at one of the glass walls in the meeting hall. He seemed to get lost in his own reflection, swimming in his past memories, "They follow the old ways. Man-Ape won the throne in combat. The feel they must follow him, even if he destroys everything. And Man-Ape will destroy everything."

"I don't get it." commented Wasp, confused.

"Yeah, I'm mean he sounds bad and all, but this guy, he's no Megatron. How is he gonna destroy everything?" Jazz then noticed the look Nick shot him, telling him to be careful about mentioning the former Lord of the Decepticons. The name seemed to send an uneasy wave through the Avengers while T'Challa narrowed his eyes in confusion. Ant-Man, wanting to return the discussion back to its original topic pressed a few keys on the meeting table and brought up a hologram of a violet shimmering rock.

"Vibranium," said Ant-Man. Nick then remembered what was also made of the metal.

"Like Cap's shield." pointed out Nick gesturing to the captain. Ant-Man nodded before continuing.

"I've studied it first hand. It's nothing you want to mess around with." continued the pacifist.

"And legend has it Wakanda's sitting on a mountain of it." picked up Tony.

"The Vibranium Mound," said T'Challa, using the name his people called the massive source of metal, "It is our treasure and our responsibility. For centuries we have defended it against any who would exploit it."

"That kind of resource should belong to everyone," said Ant-Man, his mind currently flooded with the possibilities the metal could provide to help people, "Vibranium has the potential to change the world."

"I agree," said T'Challa as he sent a glare to Tony, "But not necessarily for the better."

"Uh, yeah," said Tony, uneasy as to what the prince was referring to, "Stark Industries investigated the possibility of using Vibranium to make weapons," Tony scratched the back of his head awkwardly as Ant-Man also sent a glare of his own, "That was a long time ago. My people tried to deal with King T'Chaka. Where is he now?"

The mention of his father, T'Challa bowed his head, not needing to answer the question to give the Avengers an answer. Nick knew that look all too well, he had that same look when he mentioned the death of his mother to the Avengers when he first joined.

"If this Man-Ape is going to put live in danger, we have to do something," picked up Captain America, seeing the prince's distress and decided to alleviate it for him.

"Lives are in danger, Avenger," said T'Challa as he approached the table and took out a small flash drive, or maybe it was some sort of microprocessor. Well, whatever it was, it was important, "Computer, satellite view of Wakanda." ordered T'Challa to JARVIS.

"Wakanda can't be seen on Satellite. Trust me, I tried." Iron Man said but was proven wrong when the map began to zoom in.

"Zoom in." requested T'Challa, JARVIS complying and soon displayed the land of the Prince. To say Tony was shocked would be an understatement.

"I'm sorry, you were saying, Stark?" said Jazz with his iconic smirk, never getting tired of when a genius was proven wrong.

"Okay," said Tony turning to look at T'Challa, "how exactly to you know my systems inside and out?"

"I studied them," answered the prince, before adding, "Inside and out."

The team then all looked at the prince in shock.

"Uh, invasion of personal space," said Jazz sitting upright and placed a hand on the table, "Did you just admit that you broke into the mansion and hacked into Tony's systems?"

"I needed your help, but I was unsure where to seek such help. When I heard of the Avengers, I came to the city to learn if you truly had the skills needed to help me reclaim my home." T'Challa took a deep breath before he continued his story, "While you were away, bringing Captain America back, I broke into the mansion and accessed all files on each Avenger..." T'Challa then looked at both Nick and Jazz, "Except you two. I was unable to bypass the firewall that held the information regarding your identities."

"That's because the firewall you encountered was created by Teletran-1. An A.I. created by our people, you see we, well, he isn't from Earth. I'm half alien." answered Nick, providing T'Challa with an outline of what they are and how they are apart of the Avengers. T'Challa nodded, taking in all the information. Nick then decided to explain later.

"As much as I love to explain the Cybertronian race, I believe it would be better to return to the matter at hand," he then gestured to the screen. The others followed his gesture to see the hologram had zoomed in even more till it displayed a large mining entrance with dozens of vehicles and personnel. Except the personnel weren't Wakandan, but instead wore an all too familiar uniform that made their blood boil.

"HYDRA." almost snarled by Captain America when he saw the workers. The image zoomed in even further to two individuals, conversing with each other.

"That's Grim Reaper, one of Strucker's guys," said Iron Man as he saw the enforcer, Jazz then pointed out the other one.

"But who's Abe Lincoln over there?" asked the Autobot.

"I've met him," answered Ant-Man, referring to the individual dressed in safari gear and had a device attached to his right arm, "Ulysses Klaw. He created a device that converts Vibranium into a sonic weapon."

That was enough to convince Nick and the others that if HYDRA obtained the Vibranium, they could and will likely use it to create a plethora of weapons to the point where not even the Avengers would be able to stop them.

"So, who's up for invading Wakanda?" asked Wasp, though she was nervous if her tone was anything to go by.

"Always wanted to see Africa." said Nick, standing from his chair.

* * *

 

About ten minutes later, the Avengers and their plus one were all aboard the Quinjet, Iron Man was seated as the pilot with Wasp as co-pilot. Everyone else had taken a seat in the back while Black Panther had opted to stand close to the front. The aircraft shuddered as it was lowered into the launch bay and became completely submerged in the water. The engines then ignited and propelled the Quinjet through the water, scaring a few fish out of the way in the process and soon the high-tech transport erupted from the East River and began it's journey to Africa, or more specifically: Wakanda.

As the team flew through the air, no one said much, even Jazz, if you were able to fathom that if you knew the bot personally. Nick thought it must have been out of nervousness or likely the mistrust of their temporary ally since he did put Jazz into stasis. Well, whatever the other Avenger's reasons were, they sat in silence most of the time.

While the time got closer to their destination of Wakanda, Iron Man groaned from within his helmet, probably out of frustration at failing to make contact with Thor. The thunderer had disappeared for whatever reason and wherever he was, it cut out any communications.

"Thor still isn't responding to his ID card. Probably taking a trip to fantasyland." Iron Man said, clearly annoyed if his tone was anything to go by.

Black Panther, meanwhile, took up the role of mapping a route for the Avengers to follow to allow them to access Wakanda without being detected. Wasp was currently reviewing the map given to her by T'Challa, but the names of some areas left her mildly confused.

"So we need to go through Torment Forest, past Piranha Cove, but we have to avoid the Chasm of what was it? Icy Clouds?"

"Chilling Mists." corrected T'Challa.

"Right."

Jazz leaned over to Nick, "Who comes up with these names?" whispered the Autobot to the Prime.

"I have no idea." answered Nick, slightly bluntly but he was also confused on who named these places. Out of the corner of his optic, Jazz saw Captain America gazing out the window of the Quinjet.

"You okay there, Cap?" asked Jazz.

"In my day," began the super soldier after a sigh, "if something went this high, we didn't call it an airplane."

"What did you call it, back then?" asked Jazz, curiously.

Cap faced the Autobot, a small smile on his face, "Science fiction." was his answer.

Jazz laughed at that but nodded, "Yeah, I can see that." said Jazz, but he was glad to see the Super soldier adjusting to his new environment.

The remainder of the trip went by in a more comfortable silence than the awkward that began when the trip started. An hour later, the Quinjet was currently flying over a thick jungle of Africa, weaving between the large rocky outcrops. Most of the Avengers enjoyed the view, but Black Panther, he knew something about their current trajectory.

"This is not the path I laid out," said Black Panther sternly, "You should avoid this area. The jungle here is too well protected."

"Don't worry," brushed off Iron Man, "the Quinjet has the best cloaking tech there is mine."

He was immediately proved wrong when the Quinjet shook suddenly due to anti-aircraft fire exploding near the jet.

"Wakandan defense tech is better." Black Panther countered, just as several energy projectiles tore out the tail fin and knocked out the engines. With the sudden jerk of the engines giving out, the aircraft plunged right towards the jungle below, cutting through the canopy as the Quinjet became tangled up in several vines.

* * *

 

The Avengers were relatively fine thanks to the emergency landing, but only slightly better than what it could have been. After exiting the aircraft and landing on the jungle floor, Iron Man was the last one out, wanting to run a diagnostics test of the Quinjet and see if it was salvageable. The Quinjet was too far gone, so Iron Man exited the aircraft and hovered down to the ground.

"You owe me a jet." Tony stated towards the prince.

"You chose not to listen to me, Stark," pointed out Black Panther, "It was a mistake."

"You and I need to have a little chat, kitty." stated Iron Man after walking

"Hey, would you look at the time," cut in Janet, trying to dispell the situation before it goes beyond simple name calling, "Shouldn't we be somewhere? Like in a big against HYDRA?"

"Right, here's the plan," began Tony, "We take down HYDRA and protect the Vibranium Mound, and then we deal with Man-Ape."

"Crude, but it could be worse." commented Nick as he folded his arms.

"Don't underestimate the Wakandan army which is heading this way." Black Panther warned before walking away from the team, "I wish you well, but I will deal with Man-Ape myself." He then leaped into the forest with the skill and agility of an actual panther, somehow.

"He left us." said Jazz as he walked beside Tony, "should have seen that coming."

"You have got to be kidding me. What, I okay, fine." groaned Iron Man as he placed a hand on his helmet, reaching his wit's end. "Cap, Jazz, Nick, go after him."

This caught the Autobot off guard because the team was down already one heavy hitter since Thor is still missing and Hulk is on leave. Tony was supposedly one of the smartest people on the planet, and he was sending off two of the team's most skilled fighters away while an actual army was marching on their position.

"I'm no strategist but-" began Jazz but Captain America placed a hand on Jazz's shoulder plate. The Autobot saw the soldier's hard stare, easily telling him not to argue.

"Understood." said Captain America as he led Jazz away from the group and after Black Panther. The two began to make their way through the jungle, displaying a large amount of skill while doing so.

"Wow, he didn't argue with me or anything," said Iron Man, recalling the cap's response to the orders he just gave. He then turned to the two remaining Avengers. "Uh, everyone, take notes."

"He's a soldier, he follows orders and makes sure everyone follows them," disputed Ant-Man sarcastically before adding, "Even bad ones. Now it's just the three of us against all of Wakanda, HYDRA, and a supervillain while also missing a teammate."

"That's how much faith I have in you three." countered Iron Man confidently, but the pair of insect-themed heroes and Prime only looked at him skeptically, "Come on, I've dealt with HYDRA before. And Wakanda, not a problem."

"Usually whenever someone says that they get proven wrong." said Nick crossing his arms.

As soon as he finished that sentence, Tony's motion sensors went off and the armored hero looked behind Ant-Man to see a spear hurtling right at them. Iron Man quickly pushed Ant-Man aside and out of the way of the spear, letting it sail harmlessly by and impale itself in a tree trunk behind them. However, they weren't in the clear yet because the spearhead began to glow purple and familiar noise filled the heroes ears as the spearhead exploded. The force of the explosion sent the four flying.

Iron Man crashed into a nearby tree, slightly dazed but focused enough to look up and see several very angry Wakandan warriors all pointing the same kind of spears at his head.

"Okay, maybe a little problem." Iron Man corrected himself nervously.

* * *

 

Elsewhere, at the same time, inside the mountain that housed the Vibranium Mound, a group of people was gathered at the base of a stone statue of a panther, likely in honor of the Panther Tribe. But a sonic distortion struck the statue and shattered the stone in seconds, leaving only a pile of rubble. The one responsible was the current Vibranium expert, Ulysses Klaw, lowering his sonic emitter. Beside the scientist, King M'Baku, a large African man who wore ape-like pelt of the White Mountain Gorilla, also known as the Man-Ape.

In front of Man-Ape, or rather the entire group was Grim Reaper, his scythe safely retracted into his cloak. Both HYDRA enforcer and Warlord witnessed the destruction of the statue by Ulysses, quite impressed by the results.

"And that is only scratching the surface of the metal's potential," began Klaw holding up the Sonic Disrupter, "An army equipped with these could-"

"It'll do," cut in Reaper who then addressed Man-Ape, "Baron Strucker and HYDRA thank you for your openness, your highness." He then bowed in respect.

"You think me a fool?" M'Baku inquired while he raised an eyebrow, "I know you outsiders value Vibranium more than the gold you offer."

"I'm not one to judge." replied Reaper, a sly grin formed.

"The Vibranium has corrupted Wakanda, weakened it. I will restore my land to its natural state, without the Panther Tribe's technology, or the robot monstrosity. If HYDRA will pay the price, they are welcome to it."

"They will pay more for the Vibranium," stated Klaw as he raised his Sonic Disrupter. "Let me-"

"Klaw, watch yourself," warned Reaper, making sure the scientist didn't overstep his bounds.

"If Strucker thinks he can cut me out, he's sorely mistaken. Only I have the technology to tap into the Vibranium's power or have the understanding of Cybertronian biology. You do as I say, or that metal will blow up in your face and the Autobot reactivated and slaughter you all."

"Now that's not very friendly, is it?" responded Reaper right after he placed the tip of his scythe directly under his chin. Before things escalate any further, an elderly villager made his way to M'Baku.

"Lord M'Baku," said the elder, "Wakandan defenses have shot down an unidentified aircraft. An army division has engaged outsiders within our borders."

Man-Ape clenched his teeth in anger before letting out a roar of fury before glaring at Reaper, "If HYDRA crosses me, you will not live to regret it."

"No," said Reaper calmly, unfazed by the threat, "this isn't HYDRA. This is something else."

* * *

 

Within the jungle, Black Panther leaped from tree to tree, moving with the ease equivalent to that of an actual panther. However, he sensed the presence of someone behind him, knowing that two beings had been following him since he left the Avengers. He landed on a large root of a tree, knowing his pursuers were not hostile. A few seconds later, Captain America dropped down from the branch he was on, while Jazz used his energy grapple to swing over to the same root.

"Your tenacity is admirable," complimented Black Panther, "But you two are very out of place in the jungle."

"Actually, out of place would be trapped in the Sea of Rust back on Cybertron," corrected Jazz as he leaned against the trunk of a tree.

"Regardless," picked up Cap, "You came to us for help, so here we are."

"This is my burden to bear alone," Stated Black Panther, the conviction in his voice rivaled that of Nick when he spoke with Cap, and Jazz heard that same conviction from Optimus.

"So the Avengers were what? A distraction?" inquired Cap.

"Just using us to distract your folks?" added Jazz, finishing off Captain's thought.

"Man-Ape is mine." snapped Black Panther, Jazz merely shrugged while Cap stood strong.

"Well, we've got our orders," said Cap, 'even if they are bad ones', muttered Jazz in the background, "Besides, I owe you one."

Black Panther looked like he might take that offer, but then his hands went limp and he turned his back on the two. "Map-Ape took my father and I did nothing." He announced, the pain in his voice clearly evident. "I failed him."

"Let me guess," said Jazz, in a softer tone, "You want to avenge your dad by ending Man-Ape? To somehow make up for failing to do what you thought was right? When you feel like you've made him suffer the same way you felt and when you felt like it's enough, you put him down?"

Panther looked back at the Autobot, staring at the Autobot's blue visor.

"I know someone who went exactly through the same thing, just way darker," continued Jazz, "It was during the War for Cybertron. The Autobot named Arcee was separated from her team but was able to maintain contact with her partner: Tailgate. Arcee was ambushed and taken prisoner by a sadistic Decepticon named Airachnid." The Autobot's expression hardened. "Airachnid interrogated Arcee but she refused to reveal anything, so Airachnid gave Arcee a choice: surrender the information she possessed or Airachnid would execute Tailgate, who was also captured by Airachnid." Jazz bowed his helm in respect for the fallen Autobot, "Arcee pleaded that she did not know the exact codes, but Airachnid didn't care, she executed Tailgate anyway, right in front of her."

"Did she kill her?" asked Pather.

Jazz shook his head, "No, she didn't."

"Why not?" asked Black Panther, slightly angry, "Airachnid took her partner, from what I can infer, her best friend. How could she not exact her vengeance up her?"

"Because it wouldn't change anything," answered Jazz as he stood up from leaning on the tree, "Killing her wouldn't bring back Tailgate. Plus, it wouldn't make Arcee any better than Airachnid."

"She chose to be better than Airachnid, not the sadist," concluded Jazz as he tilted his head to the side, "But the bigger question is what are you gonna choose?"

Both humans looked at the Autobot in surprise, Captain America more surprise because Jazz was usually more joking than serious. Panther, however, he turned his back to the Autobot and Avenger once more, letting his words sink in.

"Please, let me do this." requested the prince, as he then leaped into the jungle, leaving the two Avengers behind.

* * *

 

Back with the other Avengers, they were currently taking a long breather, having finally defeated the Wakandan army. The entire battle seemed one-sided, but the Wakandans possessed technology that gave them a big leg up. But even then, they were defeated.

"Okay, so," coughed Tony in exhaustion as he sat on the Quinjet, "That was a little harder than it should have been."

Nick, who had taken much of the abuse from the Wakandans since he fought as Nova only glared at Tony, "Speak for yourself." his arm had been cut during the fight and Wasp was currently bandaging it up. Hank, who had managed to get a hold of one of the Wakandan spears and was now inspecting it.

"Huh, for an uncharted African nation, they got tech that's decades ahead of anything we've got," said Hank as he pointed to the interior circuitry of the spear.

Nick cleared his throat, taking mild offense to the statement, "Anything I've seen that came from Earth." he then corrected. "If HYDRA gets their hands on any of this..."

"May I?" asked the Prime. Hank handed the spear to Nick's good arm which happened to be his right. The teen took a long look at it before letting out a gasp of surprise.

"Nick?" asked Janet, slightly concerned for the teen if she hurt him while fixing his wound.

"I'm fine it's just this isn't Earth tech," said Nick in surprise as he broke the tip of the spear open to reveal more complex circuitry, "this tech is Cybertronian."

This caused the present Avengers to widen their eyes in surprise. "How the heck did Wakandans get Cybertronian technology?" asked Tony as he picked up a piece of the spear.

"During the war, dozens of artifacts, confiscated Decepticon weapons, and other objects of extreme importance were sent off-world to ensure the cons couldn't use them. A few happened to crash land on Earth millions of years ago, along with a few Cybetronian ships that were buried underneath the rock as time went by," answered Nick as he looked at the weapon.

"How many ships crashed on Earth?" asked Janet as she placed a hand on her hip. Nick looked down sheepishly.

"I've actually lost track," was the answer as the teen scratched the back of his head, "I used to keep a tally."

"Is it more than five?" asked Hank, raising an eyebrow.

"I don't know, look we're getting off track. HYDRA is still at the Vibranium mound and we have some ground to cover." Nick then jumped off the branch a fell a few feet before turning into Nova Prime Hyper Mode. Nick has the unique ability to change from a Cybertronian to a human, even if he is in Hyper Mode or Brute Mode. But a trick he learned when he turned human when his Cybertronian form was still in Hyper Mode, was that he gained the ability to fly.

Nova then rose back up in the air, his thrusters rumbling as his wings were fully extended. He then settled for a good height just in front of the Avengers who looked up at the Prime, "So let's ROLL OUT!" shouted Nova as he rocketed into the air. Iron Man followed just after, Janet shrunk down and flew after them, while Ant-Man summoned an ant to fly after them.

* * *

 

At the Wakandan castle, M'Baku was seated comfortably in his throne of Wakanda, a smug grin was on his face. He felt a lot of pride as he finally achieved his goal, after so many years of failure of defeating the Black Panther, he now was the one victorious. And he had Klaw to thank for giving him the edge to beat T'Chaka, without his assistance, he would have never defeated the pathetic excuse for a king.

What Man-Ape found as a drawback with being the new ruler were the village elders hindrance for constantly pestering him to follow the traditions of the Panther Tribe. This was a habit he intended to break them of.

"Our warriors in the jungle do not respond," said a village elder, right on time for their regular grievances, "I beg you, rid Wakanda of all outsiders. T'Chaka would never-"

"I am kind!" M'Baku shouted when he heard the previous king's name, "Not the Black Panther. The Black Panther is no more!"

"You are wrong, M'Baku." said a new voice, causing everyone present to turn to the source. T'Challa walked into the court, "The Black Panther challenges you for the throne of Wakanda."

The elder looked at T'Challa in surprise and in hope since he was the true heir to the throne, "T'Challa. A challenge has been issued. By tribal, you must-"

"I have no use for tradition," Man-Ape growled, cutting off the elder once more as he returned to his throne. "Crush the panther cub." His order was directed to two female guards that stood on either side of him. They looked slightly hesitant to follow the order but followed the order. Raising their spears, they charged at the Black Panther.

Panther flipped out of the way of the two as their spears struck the ground. The two guards pursued the prince, using what skills they had were able to keep up with the Black Panther, even match his moves to an extent. While the two were fighting with all their skills, T'Challa was holding back, not wanting to hurt them since they used to be his father's personal guards, meaning that he knew them for a good portion of his life. He also knew that they were not fighting to actually hurt him, but because they were ordered to.

In the fight, one of the guards spun her spear in her hands and thrust it towards Panther which was followed by a swing of the pole to his head. Panther dodged both attacks and dodged another strike from the second guard by leaping into the air. But the dodge left him unable to dodge another strike that knocked him to the ground. Panther groaned as he sat up, but stopped when he saw both spears aimed at him.

"Your father trained them well," M'Baku said snidely, but he had to admit that T'Chaka did a remarkable job training the two.

"You don't have to do this," said Panther to the women, knowing them as long as he had, he knew they didn't want to hurt him. The two women looked at each other, uncertainty crossing their faces but soon disappeared and their expressions hardened. They thrust their spears down, but a red, white, and blue shield suddenly flew between the women, knocking their spears from their hands. The shield was then followed by a sonic wave that knocked back both women several feet. Everyone looked to see Captain America and Jazz, the former catching his shield while the former had his sonic amplifiers retract into his shoulders.

Before Black Panther could get angry at the two for interrupting, Jazz beat him to it, "Hey, we don't want Man-Ape there, he's all yours."

"Anyone else is fair game." finished Cap.

Man-Ape snarled in rage, the constant interference was getting on his nerves. "Tear the outsiders apart." He ordered the two guards as the regained themselves from the sonic attack. "I will deal with the Black Panther." He rose from his throne walked onto the field.

Their response was instant, they recovered their spears and charged at the two. Both women hurled the spears at Jazz, but the Autobot smirked and flipped over the weapons to let them sale behind him. The spears impaled themselves in the ground before glowing purple and exploding, Jazz's frame was darkened slightly by the explosion behind him.

"Nice try ladies, but this bot has plenty of experience in a fight." quipped Jazz as he sprinted at the women with Cap. One of the women jumped into the air to perform a kick, but Cap blocked the attack with his shield but the force behind the strike sent him sliding back a few meters. The woman pressed her advantage and performed a few flying somersaults to pick up some speed before sending a kick at Cap.

The other guard attacked Jazz, performing a tornado kick to his helm, but the Autobot blocked the attack and grabbed her leg to throw her across the court. She quickly regained herself and sprinted at the Autobot who never lost his confident smirk.

* * *

 

Inside the mine, Reaper was standing on a large platform, overseeing the mining operation. Things were going smoothly until there was a large explosion right behind him. However, the Grim Reaper didn't even react as the dust was thrown at him. Appearing from the miniature smoke screen, Iron Man, Wasp, Ant-Man, and Nova Prime stood. Iron Man flew overhead, blasting a few HYDRA soldiers. Ant-Man moved to confront Klaw leaving Reaper to Nova and Wasp.

"Reaper, stand down and surrender peacefully," ordered Nova as he drew his katanas.

"You're on our list pal," added Wasp as she hovered beside the Prime, "I think you're number 34 but we can take you early."

Grim Reaper only grinned as he brandished his scythe. "Finally, someone to hurt." The HYDRA enforcer leaped at Nova, but the Prime jumped back to avoid the swing of Reaper's scythe. Wasp then began to fire at him, but the villain deflected her shots. Nova let out a battle cry as he swung his katana at Reaper, but the villain flipped over the Prime and sliced his back.

"AH!" Nova cried out in pain as he felt the blade cut into him. Instead of letting it slow him down, Nova spun around and kicked Reaper in the stomach. Reaper grunted from the power and the hard material from Nova's kick, he remained standing but was now standing ten feet away since he slid back from Nova's kick.

"As much as I love a player who can hit back," said Reaper as he pressed a button on his prosthetic, "I've been meaning to give this thing a test drive."

In another tunnel, there was a large metallic form, held up by some scaffolding. Several cables were connected to it and a few HYDRA scientists were studying the metallic form. Suddenly, a red light illuminated, displaying a dark red visor. Other parts of the body lit up with the same eerie red light. The form began to move before smashing through the scaffolding. Several scientists ran as the figure stood up at it's full height of fifteen feet.

Nova was busy hacking his blades against Reaper's scythe while Wasp was being a distraction and going in when Nova let up on his attack. Nova punched Reaper in the gut, winding the villain before he pointed the tip of his katana at the villain.

"Surrender now, Reaper," demanded Nova as he looked down at the man.

"Would love to, but..." Reaper trailed off as he heard distinct metallic echoes coming from the cave entrance. Nova turned to look at where the noise was coming from.

The entrance to the cave where the noise emanated from was suddenly smashed down, sending a wave of debris everywhere. Nova shielded Wasp from any pieces of stone before he looked back. When he did, his optics widened at the sight he saw. A massive Cybertronian with red, gold, and partially burgundy armor stood at the entrance. Clutched in his right hand was a wide ten foot long Cybertronian short sword that glowed orange along the blade. At the top of Cybertronian's helm was some sort of device that blinked purple but did not hide the Cybertronian's red visor.

"Grimlock..." breathed Nova as he took a step back. The massive Autobot stomped forward towards the prime before stopping next to Reaper. The villain pressed a button on his wrist.

"Destroy the Cybertronian." was the gruff order. Grimlock let out a primal growl as his vision looked onto Nova.

"Nova...who is that?" asked Wasp in a fearful tone as the blood red visor seriously unnerved her.

"His name is Grimlock, he was one of Optimus' commanders during the war for Cybertron. Offical record says that he's dead though; killed in action," said Nova as he held his swords. Grimlock snarled as he charged right at Nova, "GET DOWN!"

Wasp flew above Grimlock while Nova dove to the side to avoid Grimlock's sword which cleaved through a support pillar like it was butter. Nova got back to his pedes in time to jump back to avoid a downward slash from the Dinobot. Grimlock's size gave him a huge advantage of reach and since he has been fighting for millions of years, he has an even bigger advantage over Nova. Nova kept dodging the wide swings of Grimlock's sword, which consequently destroyed anything unfortunate enough to be in the wrong place at the wrong time. On a balcony, Klaw looked down to see Grimlock assaulting Nova while Wasp was shooting at Reaper.

"Are you all insane!" shouted Klaw as he knew what the fighting may cause, "You cannot do this in the Vibranium mine!"

Right after he said that Ant-Man flew up in front of him, riding an ant.

"Do you know what I like most about Africa?" asked the size-changing hero, "A species of ant's commonly known as African Army Ants." Klaw turned around to see an actual army of ants heading right for him. Disgusted or not, Klaw fired his sonic disruptor at the ants.

Wasp was still busy firing at Reaper who blocked each one of her stings. Iron Man landed between two HYDRA soldiers who tried shooting him but his armor was far stronger and withstood the shoots. He then fired a repulsor blast at the closest soldier before shooting the other. Seeing his threats down he moved on to take down some others. Nova was possibly fairing the worst of the Avengers, getting rag-dolled by Grimlock who managed to grab his leg and threw him through a stone pillar. Nova cried out in pain but was able to get back to his feet. His armor was dented and scratched in a dozen places but he still stood. Unknown to him, the Vibranium was reacting to the increase in energy.

Klaw fired his disruptor at a group of ants to give him some space before he addressed Ant-Man, knowing that as a scientist, he should know how delicate the situation truly was. "Pym! You fool! The Vibranium Mound; if it absorbs too much energy..!"

Klaw trailed off but Ant-Man got the message, "It'll overload! That much Vibranium would take out half of Africa. Wasp, Nova, Iron Man!"

Behind him, a HYDRA tried shooting Ant-Man but missed and shot the mound, the energy becoming more and more unstable. Klaw saw this and turned to the soldier, "No! Everyone, stay back!" he then shot the soldier with his disruptor, knocking him out. Reaper saw what Klaw did and frowned.

"I think we're done with you, Klaw," stated Reaper as he raised his prosthetic arm and shot the bottom of the platform Klaw stood on, destroying the wooden structure beneath him. Klaw fell from the platform, screaming in fright as he unintentionally fired his disruptor as well. Ant-Man saw Klaw land on the mound, the Vibranium reacting to his sonic disruptor. Klaw saw the energy reaction but could not get away as his body was mutated thanks to the energy.

"Klaw!" cried out Ant-Man, though he may not like the guy, even he didn't deserve that, "No!"

Nova was too busy still fighting Grimlock to notice what was going but he heard the shout, however, he was more concerned about staying alive. Grimlock roared as he charged at Nova once more, smashing through stone and Vibranium. Nova held up both his katanas to block Grimlock's brutal slash. The force of the attack was enough to cause the Prime to slide back and feel his blades vibrating.

"Nova!" yelled Iron Man as he landed beside him, "Friend of yours?"

"The device on Grimlock's head is what's doing this. We need to get it off him," said Nova as he steeled himself. Ant-Man entered the conversation.

"We need to get him out of the mine. His sword is making the Vibranium more and more unstable," said Ant-Man as he saw the brutish Dinobot lumber towards them. Nova then noticed something forming in the corner of his eye.

"I'll deal with Grimlock, you handle the situation here," said the Prime as he stepped forward. "Hyper Mode!" Nova's trailer flew into the mine before linking up with Nova for Hyper Mode. Nova flew full speed at Grimlock, slamming into the larger Autobot, but still managed to push him back as fast as possible. He reached the side of the mine before smashing right through it.

* * *

 

As the battle in the mine raged on, Back Panther stood before Man-Ape, pure hatred burned in the prince's eyes as he looked at the man who killed his father. Man-Ape was also sending the same level of hate to the prince. With a growl, M'baku flexed his hands and some claws extended and then the Man-Ape beat his chest like an actual ape before he leaped at the prince. Arms raised above his head ready to smash the Black Panther.

But T'Challa dove to the side of M'Baku, letting the giant slam his fists into the ground where the Prince once stood. Man-Ape whipped around to face his opponent and charged, continuously trying to crush his opposition with his greater strength and size. But despite his strength and size, he was much slower than the prince who easily dodged his attacks with his speed and agility.

Black Panther performed a series of backflips to put some distance between M'Baku and himself. Panther's vision narrowed as he drew a Vibranium dagger from his belt and held it up to display the glowing energy around it. He then charged at Man-Ape and leaped into the air before coming down at the warlord, delivering an axe kick. Man-Ape failed to block the attack and was reeling back from a sudden sharp pain in his arm. Panther had actually sliced his arm with his dagger.

T'Challa pressed his advantage and continued his assault, landing blow after blow of slashes from his dagger, some punches, and a few kicks as well. T'Challa had actually adopted a brilliant strategy of attacking some of M'Baku's pressure points and joints, the weakest part of anyone or thing, and it was indeed effective because M'Baku was staggering backward from the assault before collapsing. Black Panther drew out a second dagger before connecting it to his first, the energy feeding back on each other and extending to become what appeared to be a double-headed Scythe. Black Panther spun the weapon above his head before aiming one of the energy blades at M'Baku.

"Shall I show you the same mercy you showed my father?" demanded T'Challa, fury coursing through his body.

Man-Ape rose to his feet, through shakily and looked at the Wakandan prince with a devious smirk. "Ask him yourself, when you join him." as he said that, he held up a small device that sent out a sonic wave.

The sonic waves of purple Vibranium energy made contact with T'Challa, who screamed in pain and dropped his scythe as a result from the pain.

"HEY!" yelled Jazz and he and Captain America both tried to run over to assist their friend. But they were intercepted by the two women guards they had been fighting.

Man-Ape was now back on his feet, standing tall as he held the device in his hand over the withering Black Panther. Man-Ape then kicked Black Panther into one of the idols that surrounded the arena where he was fighting Man-Ape. T'Challa landed with a grunt before he slumped against the rock in pain as M'Baku stood above him.

"A gift from Klaw," M'Baku clarified menacingly, "Fitting you meet your end the same way your father did. You are not even the man he was. You go to outsiders for help. No outsider can help you now."

Man-Ape raised his left fist, preparing to end the Black Panther once and for all, but the ground suddenly began to shake. Everyone's attention, even the ones who were fighting turned to the source of the noise. Case in point, the Vibranium Mound.

The entire mountain shook as if something was trying to break out. That was proven when an object burst from the side of the mountain. It appeared to be Nova Prime, flying and wrestling some sort of larger Cybertronian. They both were heading right for the arena, but no sooner had they left did another eruption happen. A HYDRA transport broke through the mountain, leaving a trail of smoke in its wake.

Seeing the state of his home, how M'Baku exploited Wakanda's treasure, it was the final straw for T'Challa. He didn't even care if he was in pain, he wanted to make HIM pay for defiling Wakanda everything; his home, his father, and his people.

Gathering all the strength he had left Black Panther rose to his feet and began to stumble towards Man-Ape. The warlord saw his enemy rise to his feet and aimed his sonic weapon at his so he would get the full blast from the device. But to his shock, the weapon seemed to have lost its effect on the young Panther, as the Prince marched towards him with a raging fire burning in his eyes.

"I am not the same man as my father, M'Baku, for my rage is greater!" Black Panther roared as he unsheathed his claws and slashed at the Man-Ape. The warlord gasped in surprise as he was send flying and landed with a loud thud on the ground, his eyes drifting in and out of focus. Then the shadow of the Black Panther stood over him, M'Baku looked at the young Panther weakly as the Prince panted with rage, his claws still extended.

"What are you waiting for Panther Cub," Man-Ape taunted, "Claim your vengeance. This is what you want, right?"

Black Panther raised his claws, every part of his body wanted to end him. But amongst all the anger and pain, a single voice spoke above the noise. 'She chose to be better than Arachnid. What will you choose?'

Those words echoed in the young Panthers mind, if he killed this monster, then he would be no better than him. Black Panther lowered his claws, "You have been defeated, M'Baku. Wakanda is free of your tyranny once and for all. And you shall face justice for your crimes."

M'Baku snarled at the Black Panther, as the Prince turned to the people, who had gathered around the arena. "This is the man who has brought catastrophe to our land. The one who took your king through cowardice and dishonor!"

The people looked to each other, relief and happiness. The village elder approached the center of the ring and raised his staff. "T'Challa!" he called out, and soon everyone in the crowd joined in. Chanting the name of the return of their former Prince, now King T'Challa.

Newly-made King, T'Challa raised his hand to order his guards to cease their attacks, allowing both Captain America and Jazz to relax. Jazz's visor flipped up so he could look T'Challa in the eyes, giving him a curt nod but still, Jazz smirked, seeing that his words got through, but then he scratched his helm; were those his words? That's when he realized something: Nova was rubbing off on him.

"I'm starting to sound like a Prime." moaned Jazz as he held his faceplate in his hand. Captain America only laughed, but this short moment was ended pretty quickly when they all remembered something.

Looking back into the air, they saw that Nova was still fighting whoever it was this whole time. The two were rapidly and dangerously heading right for the arena. Jazz did the one thing anybody would do.

"HIT THE DIRT!" shouted Jazz as he jumped away from the impact of Nova and whoever he was fighting. A large cloud of dust was thrown into the air and a mini shockwave was formed, sending T'Challa, Jazz, Captain America, the two guards, and M'Baku sliding back. When they looked back, they saw a white form thrown out of the smoke and crash into the ground. A heavily damaged but still standing Nova Prime. His right wing was hanging on by a few cables, his armor had a few holes, multiple slashes crisscrossed his armor letting some Energon flow out. Clasped in his right hand was his Decepticon Hunter, in its long sword configuration.

"So," wheezed Nova as he spits up some Energon from his mouth since his battle mask was shattered, "What have you two been doing?"

Before Jazz could answer, a feral growl came from the smoke and Grimlock stepped out, his armor did have some scratches and a few punctures but not as badly as Nova.

"Prime is that..." breathed Jazz as he pointed a finger at Grimlock.

"Yes."

"And you've-"

"Yes."

Grimlock snarled as he charged at Nova, the Prime also charged, their swords connecting and creating a large shockwave. They traded slashes, their blades casting a shower of sparks every time. Things seemed to be getting out of hand, but it got a bit worse.

At that moment the entire ground shook, this time with enough force to make everyone stumble. Captain America and Jazz looked to the mountain, along with everyone else present, and their eyes widened. From the peak of the mountain a giant mass phased through it, it was purple in color and looked to be completely made of energy. Then the mass took on the shape of a large humanoid, with two arms and a head. However, its facial features seemed to resemble sound waves, when projected on an oscilloscope. It also had what looked like tentacles coming out of its back, only each one had a mouth at the end.

The being the released a massive wave of Vibranium, sonic energy from its body, causing everyone in the area to cover their ears in agony. Once the attack ceased, Captain America turned to Jazz with a straight expression.

"Jazz, get to the mine and tell the others to get down here as soon as possible!"

"Right-O, Cap!" said Jazz as he transformed and sped off, a few villagers had to get out of the way for the Autobot.

* * *

 

"Blasting him wasn't your best plan." Ant-Man told Iron Man snidely

"No kidding." Iron Man agreed as he got to his feet.

"Hey, guys." Jazz called out, gaining their attention, it took him a few minutes to get there but he still arrived in record time. "I leave you alone for a couple of minutes and this happens." He gestured to the giant sonic creature "What the heck happened in here?"

The three then quickly told the alien about how they attack Klaw and Grim Reaper in the mines, and how Reaper betrayed Klaw and caused him to land on a patch of energized Vibranium. And Klaw somehow mutated into the giant creature before them.

Jazz blinked at what he just heard "Wow, they should really put a warning sign up saying 'May cause Mutations'. That seems like a real health hazard."

"Yeah yeah, we'll alert the World Health Organization. But right now we need to find a way beat this guy." Wasp said, punching her fist into her hand for emphasis.

The Autobot then turned to Ant-Man. "Hank, you know Vibranium better than anyone else. What happened and how do we stop it?" he asked

Ant-Man thought for a moment. "Whatever's happened to Klaw it would appear that he's become some kind of sound-form. His body is now made of pure sound."

"So we have to shut him up. How?"

"I saw Klaw transform. I can't explain it, but his sound form is somehow being projected from his sonic emitter. And we can contain it with the same thing that created it. Vibranium. But with the power he's giving of right now, any attempt would be suicide. We need to minimize the power he's giving out." Ant Man explained to the group.

The heroes processed the information, after a few moments Jazz came up with something, "When I was still on Cybertron as a DJ, I learned that some noises can be canceled out."

Ant-Man pondered that idea for a second, "It would have to be a sound wave with the same amplitude but with an inverted phase"

Jazz and Wasp both looked confused at that explanation.

"A sound on the opposite frequency." Iron Man translated.

"Oh." Came the two non-geniuses response.

"But my armor is not equipped with any sonic cannons, and unless anyone has a spare sonic emitter lying around, we're pretty much screwed."

"Don't worry." Jazz said confidently, "I got your back." from his shoulders, his twin sonic amplifiers emerged.

"I forgot you had those." said Iron Man

"Yeah, yeah, I'll keep big noisy over there busy. You just get that Vibranium ready." said Jazz, "Don't keep us waiting too long, fly boy."

Hank nodded and turned to Wasp. "Jan, you help Jazz keep Klaw busy. Tony and I have work to do."

The two scientists ran off, leaving the insect heroine with the alien hero. "So what's the plan?" Wasp asked, curious to she what this alien could.

"We make some noise." Jazz said confidently as his visor flipped down. Wasp also smirked as her hands glowed.

"Noisy Boy! Listen up!." Jazz turned his amplifiers to the max and fired at Klaw. The new sound being roared in annoyance, not in pain.

"The sound. The sound!" the energy being cried out in an annoyed, crackly voice. As Jazz stopped his attack.

"Whoa! I think someone's got a short fuse!" said Jazz.

"Less talking and blast him already!" Wasp yelled frantically as Klaw reached out to attack them.

"You got it!"

As they attacked Wasp shoot the villain a confident grin. "You should have given up when you had the chance. Because now that you're a giant, you're going down. We might have let you slide before…" she then paused for a moment as Jazz stopped his attack and looked at her perplexed. Wasp then shook her head, "No, you're right. We wouldn't have." Jazz smirked before resuming his attack.

Klaw stood tall as he was bombarded by the sound waves, but he didn't show any sign of stop, and only seemed to get annoyed.

"Enough. Enough!" Klaw screamed at the Cybertronian, "You all make sound. Annoying sound. Sound is vibration, sound pressure. Pressure!"

Klaw then released a massive wave of sonic energy that easily overpowered Jazz's own sonic attack, blowing him back. Wasp, Ant-Man and Iron Man all yelled in pain as they blocked their ears, even the mufflers in Iron Mans helmet were defenseless against the attack. Jazz, being a little more tolerant to sound after the first time got back to his feet.

"If sound is what you've got!" shouted Jazz as he changed the pitch of his amplifiers and their frequency. "Then I need to be a little louder!" With that, Jazz put, even more, power into his weapons, adjusting the frequency till he found the correct frequency that Klaw was on.

The sound villain roared with outrage as his own power got overpowered by the Autobot. Jazz put everything he had in containing the villain. Throughout his career as an Autobot, he fought dozens of different Cons, each with different powers and abilities, but he had never gone up against a villain made of pure sonic energy. This brought Jazz a little out of his comfort zone as he concentrated on using his power to contain the powerful villain.

Meanwhile in another section of the cave Ant-Man and Iron Man were busy putting their plane into action. Ant-Man held a large, cylindrical pillar of Vibranium, while Iron Man used a drill that was built into his forearm, to carve out a hollow section of the pillar.

The drill sparked as Iron Man retracted the drill, "Honestly, I thought this plan would be a little more high-tech." he grunted, as he grabbed the two pieces of Vibranium.

As Tony went over his work Ant-Man, explained some last minute details to the Iron Avenger. "The Vibranium should contain the sound from Klaw's sonic emitter. There's just a small chance that the vibrational shockwave could case destructive inference and then explode."

Iron Man stared at the size-changing hero for a good minute absorbing what he said. "I heard destructive and explode." Was all he was able to say.

"And of course we have to get to the emitter first. You'll have to fly into Klaw. It might, uh, tingle a lot." Ant-Man finished.

"Great." Iron Man groaned as he turned away from Hank and faced Klaw, who was still being restrained by Jazz. He then activated his thrusters and shot towards the sonic villain. Klaw saw the Iron Avengers and opened his mouth to say something, but due to Jazz's interference, his words were lost to all around him. But with his mouth open, it provided Iron Man with an entrance, and he took it. The armored billionaire flew right into Klaw's mouth and made a beeline straight for the sonic emitter. True to Hank's words, the vibrational energy began to take it toll on the armor.

"This is less like tingle. More like horrible pain!" Iron Man grunted as he pushed himself towards the emitter, he held out the Vibranium container as he grew closer to his target. However, the amount of damage the armor was sustaining had apparently reached its limit, as JARVIS decided to point out.

"Structural failure in 5, 4, 3, 2, 1" on that final note Iron Man slid the emitter into the container and slammed the lid onto it, Iron Man then proceeded to fly out of Klaw and crash into a nearby mound of Vibranium. Without the sonic emitter sustaining his body. Klaw's energy body disintegrated into nothing.

With the villain gone, Jazz stopped his attack and recalled amplifiers into his body and stumbled a bit, feeling very fatigued. Wasp and Ant Man, the latter looking very pleased with the results, soon joined him. "I can't believe that worked." The size-changing hero said. He then called out to Iron Man, "Tony, you did great. How do you feel?"

The billionaire in question had landed on a patch of Vibranium that was still charged with energy, which resulted in the armored Avenger to be in the center of his own personal earthquake. "Great. Now make me stop vibrating."

That's when Jazz remembered something. "Ah Scrap, we forgot about Nick!" With that, Wasp, Ant-Man and Iron Man (though still vibrating) followed Jazz out.

* * *

 

Sometime later, the avengers arrived to see Nova panting in exhaustion at the royal arena, sitting on top of Grimlock's chest who was in stasis. In the meantime, things were looking a little better: the Vibranium mound had stabilized enough so the heroes didn't have to stay. Jazz was carrying the Vibranium container that held what was left of Klaw, apparently, the emitter that was generating his monstrous form also held his conscious, meaning that the Autobot had to listen to a very angry Klaw until they find a way to place in storage that is. As the team gathered at the arena along with Captain America, Nova Prime (who was now in his human form and being tended to by Wasp who was using a first aid kit given to her by the village doctor) and Black Panther, they were immediately surrounded by several Wakandan soldiers as the village elder approached the new King.

"The true King of Wakanda has returned. Now we may purify our land of the outsiders and return to the old ways."

Guess old habits die hard, thought Nick as he listened to the elder. They've been following their traditions so long they don't really know what to do else.

"Rise, my friend." Black Panther said calmly as he placed his hand on the elder's shoulder. Outsiders may have threatened Wakanda, but outsiders saved us as well. The old ways allowed Man-Ape to do this and the old ways must change." The guards that surrounded the Avengers stood down as Panther turned to address the people. "My first order as King is to let the Council lead Wakanda. A council of the people. We can no longer hide ourselves away, waiting for our enemies to come to us. What happens in Wakanda affects the world, so I will go out into the world. I will fight alongside our new allies."

This statement left a few of the Avengers a little surprised, Nick, Jazz and Captain America, however, were not surprised by the Kings decision, and were completely on board with him joining. However, Iron Man felt the need to address what the rest of the team thought.

"You attacked us, you used us, you abandoned us. Now you want to join us? Why should we trust you?"

"You shouldn't." Black Panther stated bluntly. "I will earn your trust should you allow me to join you."

Iron Man looked a little hesitant to allow him to join until an Autobot tapped him on the shoulder. "He's probably our best bet for a ride home, too."

"You're in." Iron Man said quickly, shaking the new king's hand. Jazz smirked at this been then looked over to Grimlock.

"Hey, Nick?" said Jazz as he approached the teen, "How exactly did you beat Grimlock?"

"Dumb luck." answered Nick plainly before he hissed in pain as Jan sewed up one of his larger cuts. "But Grimlock is still in there, we just need to undo what HYDRA did to him."

"You do know we're gonna need someone who is more familiar with Cybertronian neruel nets right?"

"Yep, and I have the perfect doc in mind." said Nick with a smirk. Jazz gave a confused look to Nick, but that looked changed immediately to a wide grin.

"Oh ho, Ratchet's gonna love this."


	8. Gamma World Part 1

**_Chapter 8: Gamma World Part 1_ **

Whilst being a hero means you have to chase down the bad guys, you also have to know you can't catch all of them. It's not uncommon for a villain to make a get away, but then there are some that make it their business to do exactly that: escape the heroes.

The current role was taken up by a skilled archer named Hawkeye. A former SHIELD agent and current HYDRA agent, he escaped the Vault the day of the Break Out, and the Avengers had spent a few weeks tracking him down whenever or wherever he popped up next. But every time they cornered this guy, he somehow escaped.

Nick was normally fine with a bad guy getting away every now and again, but this had escaped them twelve consecutive times and he didn't have any powers, just a bow, quiver, bunch of trick arrows, and an unbelievable amount of skill and luck.

It didn't take them very long to find him when a few eye witnesses spotted the guy and the Avengers were soon after Hawkeye, again. Currently, Hawkeye was sprinting across the rooftops of New York, like he needed to be somewhere. For whatever reason, the Avengers were more determined to catch this guy this time around.

"Stay on him." ordered Iron Man as he flew over head, tracking Hawkeye.

Black Panther leaped from a fire escape to the side of the building that Hawkeye sprinted across. With the help of Vibranium that was weaved into his boots, Panther was able to run horizontally across the wall like he was on level ground.

On the next building, Captain America and Nova Prime were driving across the rooftops, thanks to some upgrades to his bike from Iron Man, Cap was able to launch his bike across buildings and streets without damage to the suspension. Nova would normally be flying overhead with Iron Man, but thanks to the damage to his Flight Pack from Grimlock, he only had access to Brute Mode, but he was still as capable of keeping up with anyone just fine.

Above, Iron Man kept his sensors on Hawkeye with Wasp as they flew overhead.

Captain America revved the engine to his bike as he leaped over to another rooftop, landing a few meters behind where Hawkeye was running. Nova followed behind, transforming a second before the edge of the roof and leaped across to the other before transforming back quickly.

"Nova and I have a visual." Relayed Cap over the comms. Nova drove beside Cap.

"He is fast and agile, I will give him that." muttered Nova as he revved his engine.

Iron Man flew overhead, his scanners locking on to Hawkeyes signature. But before it was complete, the archer reached the edge of the building and jumped down to the street below.

"Guys, he just disappeared off my grid. Do you have him?" Nova's engine grumbled he wasn't about to let this guy get away again.

"Wow, HYDRA agents are getting good," Wasp commented, impressed by their query, "He doesn't even have any powers."

With th airborne Avengers looked around the area for any signs of the agent, Wasp spotted some movement out of the corner of her eye, as did Nova. The Prime transformed into robot mode and turned with Wasp to see Hawkeye running to the edge of an ally before turning the corner.

"There he is!" shouted Wasp as she flew down immediately. Nova trailed behind, running across the rooftops to cut him off. Wasp flew around the corner before stopping immediately when she came face to face with an airhead, one aimed right at her. She screeched in surprise, stopping just inches from the sharp object.

"Hi, there." greeted Hawkeye smugly.

At her given size, Wasp was incredibly hard to get a hit on, but if his resume was anything Nova could guess, Hawkeye could hit any conceivable target within reason.

Hawkeye felt a sudden presence above him and looked up in his peripheral vision. He saw Nova jumped down from the roof and land in a crouching position with his rifle in hands. His battle mask was shut as his optics drilled into him. Nova was then joined by Iron Man, Captain America, and Black Panther, completely surrounding the archer.

"Give it up, Hawkeye." ordered Iron Man as he aimed his repulsors at him, "You can't win."

Nova narrowed his optics, while the three weeks they spent chasing this guy down, he couldn't help but feel this was too good to be true.

And he was right when everyone was about to make a move but a spotlight from above them illuminated the area, temporarily blinding them.

Looking up, the heroes saw a SHIELD aircraft, similar to the one he nearly ran into when he first arrived back on Earth. "Attention, Avengers." the familiar voice of Phil Coulson came from the plane's speakers.

While Nova may not really get along with Coulson, he respected the man.

"Heu, where'd he go?" called out Wasp, prompting Nova to look around the vicinity. Nova sighed as he placed his rifle back onto his back and pinched the area between his optics.

"No sign of him, Great." Iron Man grumbled as he ran a quick scan of the area, trying to locate the archer. Nova groaned as he looked up at the aircraft, bending his knees, he leaped upwards so that he flew up into the air high enough to casually step into the aircraft where Agent Coulson stood. Nova had to hunch over because of his size and the small area of the jet.

"Agent Coulson." greeted Nova, but did not sound too pleased by his arrival. "To what do we owe the pleasure of having SHIELD investigate Hawkeye alongside the Avengers?"

"Let him go for now," said Coulson calmly as he looked up at the Prime. Nova arched an eyebrow as his masked snapped open. "We didn't come here for Hawkeye, Prince. We came for the Avengers." His expression turned grim. "We need your help."

Typical of SHIELD, they ask for help but don't give you any more information than that. Since their attempt to capture Hawkeye was ruined, the Avengers decided that they would see what was so important that Coulson couldn't wait two more minutes.

* * *

 

An hour passed, the team, making a quick stop at the mansion to fill in Ratchet about where their going, plus, Nick needed to get something. When the older veteran was called in by Jazz to take a look at Grimlock, a Spacebridge portal had actually opened up in the meeting hall. Instead of greeting Jazz or Nick, Ratchet's gruff first sentence was 'Where's the patient?' Since then, Ratchet has come to enjoy, surprisingly, being back on Earth. Working with more advanced tech plus, he and Ant-Man were getting along nicely, exchanging scientific babble and whatever. He did get along with Tony, but only when they were working on a project. Since then, Ratchet has been acting as team control alongside JARVIS.

. Ratchet was about five' eight'', just a bit taller than Jazz. Nick had to explain the changes to Earth and why he is the size of a human. He took it pretty well.

Anyway, getting back on track, the team, minus Jazz and Ant-Man, spent most of the trip to wherever they were going inside the Quinjet, while Iron Man flew outside. Jazz opted to stay behind and look after Grimlock with Ratchet since he did have some minor medical training. Nick was currently piloting the Quinjet, wearing his signature white leather jacket and a black shirt underneath. While he may be down his Hyper Mode form, he still had Brute Mode and his Decepticon Hunter.

"I'm getting a little impatient here, Coulson," said Iron Man, clearly frustrated, "You're not telling us where Fury is. You're not telling us what's going on."

"Even if I knew where Nick Fury was, I'm pretty sure I wouldn't be at liberty to tell you, Iron Man," Coulson responded, interrupting him mid-rant. "As for what's going on, it's simpler if you just see it yourself."

Those who were inside the Quinjet quickly looked out the front window in order to see what the SHIELD agent meant. Then Captain America pointed out in front of them "Look, on the horizon."

The team followed his finger and looked on with shock. A massive green dome of energy was surrounding a building that resembled a large cube that was positioned on its side. This was The Cube, former prison to all the radioactive villain.

The team stared in awe as the approached the green dome, which appeared to be getting bigger as they landed. The team exited the jet, their eyes still fixed on the dome.

"What manner of sorcery is this?" Thor asked, hoping someone had an answer.

Iron Man immediately scanned the dome with his armors sensors. The results only made his eyes widen. "Wow, it's pure gamma radiation." He stated, then chuckled "Man, I bet Hank is sorry he stayed behind in Wakanda now."

"Yeah, but this is way cooler than studying Vibranium," Wasp added with a smirk, which she quickly dropped when she realized Black Panther was standing right behind her. "Uh, no offense." She quickly said nervously, causing Nick to lightly chuckle at her.

They were interrupted by their musings when a new voice called out to them. "Where is Bruce Banner? I was told he was on your team."

The Avengers turned to see a large muscular man with long green hair that went down to his chest. He wore a red shirt with two white lighting bolts around the collar. He wore black pants, held up by a silver belt, and silver boots. He also had two silver gauntlets of each wrist.

The Avengers looked at the green haired man with different levels of confusion. Iron Man was the first to get over his stupor "You're Dr. Leonard Samson, right?" the scientist nodded, "Hulk is on a vacation." The billionaire said hesitantly, earning an odd look from both Samson and Coulson.

While Iron Man talked with the muscle-bound scientist, Captain America leaned over to Ratchet. "Why does that man have green hair?" he asked in a whisper.

"I have no idea," said Nick honestly, "Hey, Jan," whispered Nick to his teammate, "what are your thoughts?"

Wasp placed a finger on her chin as she looked Dr. Samson over, and then pondered for a second.

"Well for starters that outfit is totally out of style. Lightning bolts, seriously, he might as well have a sign that says 'Lame' on it. Also, that shade of green is so last season. Everyone knows that Hulk-green is totally in, and don't even get me started on the boots…" She rambled on until Nick held up a hand to silence her.

"Ok Jan, we get the idea." The teen hero said before the heroin could start planning her next fashion show. Wasp gave a small pouted as their attention shifted back to Iron Man.

"Now, does someone one to tell us what's going on." The Armored hero questioned.

Agent Coulson gestured to a large aircraft, which looked like a modified Boeing C-17 Globemaster III with a secondary set of wings behind the primary with an engine under each wing. The SHIELD logo was pained on its roof.

"It'll be easier to explain if we're inside." replied Coulson as he and Samson began to walk to the aircraft. The Avengers trailed behind, but not by far.

Walking up the ramp into the aircraft, Nick noticed a car parked on the ramp. A cherry red 1962 Chevrolet Corvette, in prime condition (no pun intended). Nick looked at the vehicle in interest, also wondering what a few of his friends back on Cybertron would think of such a car.

Looking at the car made him slightly curious about what exactly the engine was. He reached out to the hood of the car but stopped when a voice called out.

"Please don't touch Lola." Coulson requested, Nick turned around calmly, retracting his hand. He saw the Agent's passive expression, but then began to head to the cargo area where a sort of lab was placed.

Nick tolerated most SHIELD agents, Carol being one that he actually enjoyed being around, found Coulson a bit different knowing his protectiveness.

"Just a very nice car." mumbled Nick to himself.

"I know she is." called out Coulson from wherever he was.

'Wait, how did he hear that?' thought Nick in surprise. The Prime just brushed it off as nothing but he continued to look at the car. While it was not as nice as his, maybe that was a lie, but still, he really did want to know what made this car what it is. After making sure he wasn't being watched he reached out to the car once more.

"You really shouldn't touch Lola." said a new voice suddenly, this time, catching Nick off guard. Nick turned around to see a grinning form of Carol Danvers.

"Carol, what are you doing here?" asked Nick, failing to suppress a small from forming.

"I was put on Coulson's team to help contain the situation." She said as if it were obvious.

Nick had to admit, he was glad to see a friendly face. Carol was one of, if not the only SHIELD agent he got along with.

"Besides," Carol added, with a smirk. "Someone has to save your butt when you get into trouble."

Nick gave her an incredulous look. "Excuse me, who saved who from Shockwave and an exploding building?."

"I seem the remember that I saved you a couple of times." Carol defended.

"Yeah, but like I said before my save was way more impressive than your save." Nick smugly stated.

Carol rolled her eyes. "Oh please, if it weren't for me you would have…"

She was cut off when she noticed a familiar yellow and black suited heroine, throw her arm around Nick's shoulder.

"Hey, Nick," said Wasp in a tone that seemed a bit more friendly as she pulled him into a one-armed hug. "Aren't you going to introduce us to your little friend here?"

Nick nodded, easily steeling himself to avoid being embarrassed by Jan's older sister act, "Carol, meet the Avengers. Avengers, this is Carol Danvers. Or agent Danvers, whichever you prefer."

"So Nick," Said Iron Man in a mocking tone, "How long have you been planning on keeping you girlfriend a secret?"

Nick and Carol immediately blushed at the question while Nick stepped away from Jan to stand beside Carol without realizing it.

"He/She's not my Boy/Girlfriend!" they both yelled simultaneously.

"Aww look at that, they're blushing." Wasp commented, making the two teens go redder.

"It's not like that." Nick said defensively, "We just helped each other out defeating some Decepticons. Then we hung out and went for coffee."

Nick's expression immediately changed to that of regret when he mentioned that they went out because Jan let out a high pitched squeal of delight as she threw both her arms around him, "Your first date! Oh, Nick, why didn't you tell me?! Better yet, you could have invited her to your birthday last week!"

"Number one: it was not a date," said Nick, his tone rivaling that of Optimus, "We are just friends, nothing more. Now, can we please return to what we were brought here for?"

With that, Nick walked off to the control center, leaving Carol with the heroes. She gave them a nervous smile before following behind Nick shortly after them, not making any eye the while Wasp had a small smirk on her face as the others followed them. She was going to have a lot of fun with this.

The Avengers all filed into the laboratory, where Coulson, Samson and two other women Nick had never seen, were waiting for them. One woman was fairly formal in her appearance, as most SHIELD agents. She had her brown hair tied up into a neat bun and she wore a white lab coat.

The other woman in the room didn't give off the stuck-up agent vibe at all. She wore average clothing and she sat on the bench on one end of the room, with a laptop on her lap.

She also had brown hair, however, it was let out and drooped over her shoulders. And also, unlike everyone else in the room, she looked like she was going to explode with excitement once she saw the heroes enter the room.

Once everyone was assembled, Agent Coulson started the meeting. "As we all know. During the events of the Break Out, the villains from the Vault, Raft and Big House all brock free of their confinements and exited their prisons in force."

"However only a handful of villains, including the Hulk, left the Cube. Many of its inhabitants remained inside the prison's walls. Obviously scheming for a much larger plan." He then turned to the woman on the table. "Skye, if you will."

The woman, now identified as Skye, snapped out of her stupor and gave the Agent a thumbs up.

"Sure thing AC." She addressed the Agent, making him roll his eye and causing Nick to smirk. Skye typed a few commands into her laptop and an image appeared on a holo table in the center of the room. The image then revealed itself to be a video of a first-person view of a group of soldiers, clade in green armor.

"This is video from SHIELD's incursion into the Cube, after the breakout. The staff and SHIELD personnel were all accounted for, but the prisoners, now, they were another matter."

At that moment a giant, three-fingered hand shot out of the darkness and grabbed the lead soldier and lifted him away. The other soldiers then fired their weapons in a mad panic, until a bright green light illuminated the area, and then the feed was cut.

"What was that?" Wasp asked in a slightly panicked tone.

In response, another image was pulled up, showing a green, scaly monster with a face even a mother couldn't love.

"Emil Blonsky, the Abomination, strong as the Hulk, twice as mean, and with military training." Doc Samson explained.

"He's not the problem, though." Coulson continued as another image was brought up. This one showed three agents standing in front of a SHIELD car, just outside of the Cube.

"The energy dome exploded outward from the Cube and three SHIELD agents: Grant Ward, Melinda May, and Leo Fitz were all caught inside it. And then this happened."

The video showed the energy dome exploding outward before any of the Agents could react. Once the light faded, the Avengers all saw the horrifying image of the three agents, rapidly morphing into monsters. Screaming in agony as they did.

The heroes were disturbed by the sight, but Nick noticed something about Skye and the woman she stood by wearing a lab coat. They seemed to be taking it a bit harder than the others if Skye looking away from the screen was any hint. She used her hand to keep herself from letting out a small whimper while the woman wearing a lab coat also turned away and covered her own mouth to hold back a sob.

Once the video ended, Coulson turned to the woman and placed a hand on her shoulder, "Jemma, you okay?" asked the Agent, Jemma took a deep breath before nodding.

"Yes, of course." she spoke in a British accent before shen went over to a holographic table and projected a 3-D model of the Gamma Dome and the surrounding area.

"The dome is expanding with no sign of stopping." She explained to the heroes. "At this rate, it will hit a town in the next six hours. A major city in eight."

"Who is responsible for this?" Captain America asked.

Skye hit a few keys on her computer and an image of a green skinned man with a head that vaguely resembled a cucumber appeared on the table.

"Samuel Sterns, the Leader, a gamma-irradiated villain, as strong as the Hulk is, the Leader is intelligent." Samson explained.

Coulson then took up the reigns of the conversation "As far as we know, the Leader's inside, most likely with a mess of gamma villains. The Abomination, the Absorbing Man, Zzzax. They were all inside the Cube when the breakout occurred."

Each member of the team all showed different levels of concern on how serious the situation is. But quickly turned to shock for what Coulson said next. "We want you to go into the Cube."

At that moment Wasp let out a nervous laugh, however she quickly stopped when she saw the Agents serious face.

"Oh, wait, you're serious." She said with a crest fallen expression. She then looked back to the Gamma Dome as it was getting bigger. "Not to harp on this one particular little point, but how are gonna get into the Cube without, you know, getting all gamma-ed up?"

Nick and wondered the same thing, other than his natural resistance to radiation as a Cybertronian, Iron Man's armor, and possibly Thor's invulnerability, just how did they plan to get in?

Samson gave her a confident grin as he then pointed to a line of hazmat suits. This is how, Wasp," replied the Doc as he picked up one of the suits. "Agents Simmons and I have modified this SHIELD radiation plating to protect you. Wearing these, you should be immune to the effects of the Gamma Dome."

The Avengers gave each other worried expressions, but with the world in jeopardy a 'should be' is good enough to go on. Several members then approached the line of suits and began to examine them. Agent Simmons then brought a suit to Thor, who took the suit in his hands before frowning and handing it back to the scientist. "An Asgardian needs no such protection." He said in a proud manner. Agent Simmons simply nodded and walked away.

While everyone else was checking out their own suits, Iron Man asked a question that sent a little red flag in his mind.

"So you've sent people in wearing these?" the Armored Billionaire asked, Doc Samson, who was in the middle of putting on his own radiation suit.

"Uh, no, it hasn't been tested yet." The green haired scientist said, making everyone look at him with nervous expressions. "But I'm confident it will work."

That did not do anything to calm them down, but with the world at stake, it was worth the risk. The team then set to work on putting on the radiation suits, except for Iron Man, who's armor was designed with gamma resistance, Thor and Nick.

While the Avengers, plus Agent Coulson and Danvers for some reason they insisted on coming along with them, something about being a SHIELD operation or something Nick kind of tuned out once they started talking about protocol. Instead, the teen hero waited at the side of the room patiently for the team to get ready.

While he waited, he felt someone tap him on the shoulder. Nick turned around to see the woman that Coulson identified her as Skye. She was standing right beside him, a nervous smile on her face.

"Um, hi." greeted Skye with a nervous wave.

"Hello." Nick returned the greeting, though not as awkwardly as she started.

"You're the Avengers half alien robot, right? The one with space god for a dad?"

Nick raised an eyebrow in surprise for her to know about Primus. Then he remembered Coulson, he should have guessed that he would have mentioned that detail to someone. "Yes, I am." Said, Nick, as he held out his hand to Skye, "Nick, Nick Prince. It's a pleasure."

The girl stared at his hand for a second, before she grabbed it and shook it furiously, catching the Prime off guard. "I can't believe I'm shaking hands with an Avenger." She said practically squealing. "I'm Skye, it's truly an honor to meet you. Is it true that you can transform into a truck? What kind of cool stuff do you have as a robot? What's your dad? Is there an entire planet of living robots?"

"Yes I can, I do actually have a few devices, my dad's incredibly kind but also firm when he needs to be, and yes, yes there is an entire planet of living transformers," Nick answered Skye's rapid fire questions, but his expression narrowed slightly, "But before I answer an more question, how about some info about yourself? I thought SHELD agents didn't trust us 'vigilantes'."

"Oh, I'm not a SHIELD agent." Skye merely responded, catching Nick off guard. "I'm a civilian consultant on Coulson's team. I used to be a hacker for a group called the Rising Tides, but SHIELD got a little annoyed that I kept hacking into their networks and spreading their secrets."

But that still left one question on the teen heroes mind. "Why are you telling me all this?" he asked curiously.

Skye's excited expression quickly changed as her face turned serious. "Carol told me that you were able to hack into SHIELD from your car. And when I checked, there was no evidence that it was ever hacked." She then gave Nick a hopeful look.

"I was wondering if you could hack into SHIELD to find anything about my past."

Nick raised an eyebrow at her as she continued. "I grew up in an orphanage and I learned that SHIELD had something to do with that, but that's all I could get. Anything else is too encrypted and I can't hack it thanks to this thing."

She then held up her arm, showing him a silver bracelet on her wrist. "This little trinket makes sure that I only see what they want me to see. And if I pry too deep instant screen lock." Skye explained with a hint of annoyance in her voice.

Hearing her reason, Nick couldn't help but feel sorry for her. She searched her whole life for answers and now she was with the very organization that could get them and they won't do anything to help her. Seemed SHIELD was always finding new ways to make Nick like them less.

"Tell you what," Nick said, have thought it over thoroughly. "After we deal with this whole Gamma Dome mess. I'll see what I can find, ok?"

Skye looked at him with wide eyes. "Really?" she asked, a mixture of shock and confusion, present in her tone.

"Of course, every deserves the right to know where they are from. I would be honored to help find out who you are, or were in this case."

"Oh, and one more thing," Skye called out causing Nick to look back at her. Skye looked at the hero with a pleading expression. "Please bring them back safe." She asked, referring to the mutated SHIELD agents. Nick could see that she was really torn up about their situation, if he were in her shoes, he'd probably feel the same way.

Nick nodded and gave her a confident grin. "Don't worry, I'll make sure everyone comes back safe." Skye smiled and Nick nodded before turning away to join his team.

Once everyone was assembled, the Avengers and SHIELD agents exited the plane and made their way towards the Gamma Dome. Once they were a few meters in front of the expanding dome, the group halted.

At this moment Carol turned to Nick. "Are you sure that you won't get mutated when you go in there?" she asked with a worried tone. The others all turned to face him as well, also curious about that.

"My Cybertronian Biology makes me immune to radiation." answered Nick as he allowed his body to glow with energy, "But if we're heading into a confined space, I think an eight-foot tall robot may have some difficulty moving around. Also," Nick took out a small device, it was about one and a half feet long and was basically a metal pole with two nodes at each end. He gave it to Carol.

"If we're heading into a hostile environment, then I think we should be prepared." Carol nodded as she looked at the device.

"What is it?"

In response, Nick only smirked as he reached to his side a pulled out an identical device. "It's called a Decepticon Hunter, the Hunter can create any weapon the user images, but those weapons are held within certain parameters for safety."

Carol looked at the device in skepticism but that changed when Nick extended his long sword from said device. Carol remembered the hand cannon Nick had leant her, wondering if it would work on the Hunter. Her answer, the Decepticon Hunter shifted till it became said hand cannon. With that out of the way, everyone turned their attention to the growing dome.

"So who wants to go first?" Iron Man said before gazing behind him. "Panther?"

Immediately the cat-suited hero stepped forward. During his short time with the Avengers, Black Panther stayed true to his word about earning the team's trust in any way he could. One of those methods involved, following Iron Man's orders without question.

However as the Wakandan King stood forward, Captain America raised his shield to block him. While Captain America was a soldier who followed orders, there were times when he would question his authorities.

"Leaders lead." The Super Soldier stated.

"Thanks, Cap." Iron Man grunted. He then walked a few meters ahead of the group, stopping short of the Gamma Dome and waited for it to pass over him. He looked back at his team, receiving a thumbs up from both Cap and Nick, the latter, whispered to the group.

"If he mutates, I call dibs on his armory." This earned a small giggle from Wasp and Carol, while everyone else merely rolled their eyes.

Iron Man nodded, having not heard what Nick said, and faced the dome, just as the energy washed over him. He checked his hands and the readouts on his HUD showed that the suit was holding and no radiation was getting in.

Seeing that he was ok the others soon walked into the dome. Once they were all inside, they couldn't help but look around at the area. The inside of the Gamma Dome made them feel like they were on a different planet. Everything had a green tinge to it and green fog flowed around the area like a sickness.

Deciding not to waste time, the group began to trek across the contaminated area. While they walked Iron Man decided tried to active his communications.

"Iron Man to SHIELD base camp, respond." He said over the channel, but all he received was static, causing him to groan. "Ugh, communications are down."

Hearing this, Coulson tried his own communicator but was met with the same results. "SHIELD's down, too. I've got nothing."

Despite that lack of communications, the team pressed on. After a few minutes, they came across the wreckage of several SHIELD vehicles that looked like they were torn apart by a group of wild animals.

"Man, look at this place." Wasp said ask she flew over the area, hovering near a pile of rocks that were next to the crushed vehicle.

Suddenly the pile of rocks moved and a pair of glowing green eyes opened and a stony head rose up and looked at Wasp. The size changing heroine looked back to see the creature and her eyes widened with fear. She quickly flew away, just as the stone pile unfolded to reveal a humanoid creature, who's skin resembled stone. Its face resembled a beak and its right hand looked like a massive stone club.

The Golem monster let out a loud screech as two more creatures appeared. One looked like a large Ogre, with long black hair and gray skin.

The second creature resembled a Harpy, it had an avian-like face along with talons on its hand and feet. It also possessed two large wings that allowed her to remain air born.

But what really caught everyone's attention, was the fact that they were all wearing the remains of SHIELD uniforms. Something the Coulson instantly picked up on.

"It's them. It's my men." The Agent said in shock.

The three mutant SHIELD agents let out a combined roar as they advanced on the group.

"I kind of missing chasing Hawkeye." Wasp said as she hovered near Nick.

"We can do that after we're done here." replied Nick as he held his sword in his hands. The approaching mutants attacked the group, splitting them up so that a few people were taking on one of the three.

Carol, Wasp, and Agent Coulson were fighting the Harpy or the mutant form of Melinda May. Black Panther, Captain America, and Samson were fighting against the Ogre, otherwise Grant Ward. Lastly, Iron Man, Thor, and Nick were fighting against the Rock Golem, Leo Fitz.

Iron Man dodged the Golem's attempt to smash him and flew behind the mutant, prepping his repulsors to fire, but the mutant was a bit faster and backhanded Iron Man away, causing the inventor to tumble through the air. He was able to right himself and send a barrage of repulsor fire at the mutated Fitz.

The shots were enough to distract it while Thor took his advantage and slammed Mjolnir into the monster's face, sending it flying back and land near Nick. Shaking its head, the Golem stood up to see Nick before glaring at him. Nick held his ground, then did something no one thought he would: he dropped his sword. The Rock Golem growled before charging at the teen, the Prime not moving, even when he saw the mutant raise it's massive club arm into the air.

Nick still did not move, but instead shifted slowly into a combat stance, almost gesturing for the mutated Fitz to attack. At this point, the Golem was right on top of him and swung it's fist down, however, Nick wasn't down shocking everyone yet because he caught the massive fist in his right hand. Everyone, including the mutated SHIELD agents, looked in shock to see an eighteen-year-old stop an attack with just his hand. The Golem growled as it pulled his fist back to strike again, meeting the same result.

Roaring in frustration, the mutant tried attacking with both arms, swinging wildly left and right, but each attack was either blocked or dodged by Nick. After a while, it attacks became slower and more sluggish, a look of exhaustion crossing its face.

Groggily the mutant raised its fist once more to attack the Prime when suddenly several blaster bolts collided with the Gamma Monster stunning it enough for it to take a few steps away from the teen. Nick turned to see Carol charging at the gamma mutant, firing her hand cannon directly at the creature until she was next to the transformed teen.

"What are you doing here?" asked Nick, raising an eyebrow.

"Uh, saving your life." She said after looking at him like he was crazy.

"I appreciate the gesture Carol, but you don't need to worry when you've been trained by Micronus, you tend to be ready for anything thrown at you." Smirked Nick as he looked at Carol, "Besides I have a plan."

"What kind of plan?" asked Carol, not liking where he was going with his tone.

"The kind where I'm gonna need to get close." answered Nick as he sprinted right at the Golem who was getting back up. The mutant was actually getting its second wind and roared at the challenge of Nick running at him. Getting up close, Nick ducked under a wide swing from the mutant's club leaving it vulnerable to a quick jab to its arm by the Prime. The mutant growled as it swung at the Prime once more, but he dodged and landed second jab to its arm once more.

The mutant growled before looking at its arm, the entire limb had gone passive, the monster as it tried to move its arm. It was left completely distracted for Nick to get up close and land a right hook. The mutant stumbled back and tried to swing its left arm to counter. Nick just leaned to the right and landed another hit to its face, the mutant cried out in pain as it grabbed it's nose, some blood dripping to the ground. Looking it, it had no time to defend itself from a barrage of punches to its head from Nick.

Pulling back his right fist, Nick let out a shout as he landed one final blow that sent the Mutant Fitz flying through the air and bouncing across the ground before coming to a stop. It groaned tiredly before passing out.

Carol's eyes widened in surprise, Nick had just taken down a gamma mutant with his bare hands. Guess a Prime has a few more tricks up his sleeve, but before she could comment, the Harpy Mutant swooped down behind her, grabbed her by the shoulders and carried her into the air.

"CAROL!" Shouted Nick in fear as he saw his friend being carried away. Not wasting any time, Nick's body began to glow before he flew into the air after them.

"I got you!" shouted Nick as he flew up close and fired one of his blasts at the mutant. The mutant cried out in pain before releasing Carol from its grip.

Carol fell to the ground screaming in fear till she felt something grab her and wrap their arms around her. The everything came to sudden stop. Opening her eyes, she saw that she was on the ground again and that Nick was laying on his back.

"You okay, Carol?" asked Nick worriedly. Carol blushed at the current situation because she may or may not be straddling his waist with her legs. Before she could answer, Carol saw the Mutated May fly back around to them.

Moving instantly, Nick had Carol in a bridal hold and moved just in time to dodge the mutant's talons. That's when Samson appeared, and grabbed the mutant by its leg, halting it in its path. The Mutant tried to struggle but Doc Samson's strength was too much for the creature as he promptly slammed it into the ground with enough force to create a shallow creator, knocking the Harpy mutant out.

Both Carol and Nick had the grace to gawk at the display of strength, both would have not really labeled to Doctor as a fighter.

But Carol soon got out of her stupor to realize that she was still in Nick's arms.

"Hey." She said, gaining the Prime's attention. "What did I say about you holding me like this?"

Nick's face turned red but only just, Carol noticed the change but her real clue was when Nick fumbled to put her down on the ground. She had managed to embarrass Nick just a little.

The group was soon joined by the rest of the Avengers, who had beaten their opponents and gathered them together. Thor looked over the mutants and frowned

"These creatures may share his origin, but they are pale reflections of the true Hulk." The Thunderer commented with a disappointed tone.

"That's a good thing, Thor." Iron Man said. As he said that, Samson ran a quick check over the mutants before facing the Avengers.

"Good news. Once these agents are clear of the gamma field, they should revert back to human form, hopefully with no side effects."

Nick gave a sigh of relief, now he could focus on taking out the dome.

As Samson put away his gear, Captain America walked up to him. "You had some pretty good moves back there, Doc." He complemented. "Doc Samson, Avenger," Wasp said, giving the scientist a wink. "Think about it."

Instead of smiling, the scientist looked solemnly at the area. "Look around, this is all my fault. Bruce warned me and I didn't listen. My only concern right now is making this right."

"The dome has to have some kind of power source like a gamma generator." Iron Man theorized.

"We better find it quickly." said Nick as he recovered his Decepticon Hunter. Everyone nodded in agreement, but Black Panther pointed something out.

"If the Leader truly is as brilliant as Samson says, then this is no doubt a trap." Black Panther spoke up, catching everyone's attention. "He would be prepared for SHIELD at the very least, and the Hulk at the very most."

At his comment, Wasp gasped as she placed her hands on either side of her face. "I forgot you talked." She said in a shocked tone, causing both Nick and Carol to snicker.

Thor however, did not get the joke. Or simply ignored it as he hefted his hammer. "If this is a trap, warriors, then so be it." The Asgardian said with confidence.

Nick couldn't help but be a little cautious. These Gamma mutants may not have been that powerful, but they certainly were no pushovers. If this place was filled with creatures that could go toe to toe with the Hulk, Nick seriously doubted their chances.

"Okay, Thor goes in first." Iron Man said, clearly having similar thoughts to the teen hero.

The group then started to move on to the building. Nick hung back for a second, He really wished they had their big green friend on this mission. Before he could catch up with the others he was stopped when a certain insect themed heroine flew up beside his face, with a small smirk on her face.

"Soooo?" Wasp asked slyly.

"Yes?" Nick responded in confusion.

"Aren't you going to tell me what all that was?"

"Could you please explain?" Nick asked, not understanding what the size-changing heroine was talking about.

Wasp rolled her eyes, clearly, she had to spell it out to him. "The playful banter, the risking of your life, the fact that you freaked out when she was in trouble and how you held her in your arms. You like Carol." Wasp said with a wide smile as she held her hands in a dreamily like expression.

Nick's body went rigid. "I do not. She is just a friend, nothing more."

"Oh come on Nick, they way you act around her. You so like, like her."

"Then you need your eyes checked because I do not like her." Nick defended becoming flustered.

Wasp watched him with a smirk. "If you don't like her, then why are you blushing."

Instead of responding, Nick just picked up his pace, knowing she was right, but he didn't realize his body was giving off some sparks of energy adding to the fact that he may be blushing, or at least became flustered.

Wasp noticed the sparks of energy come from the teen as she watched him walk off. She giggled to herself, "Oh yeah, you are totally blushing." She said quietly, as she took off after him. This was going to be a lot of fun.

When Nick had caught up with the team, who had just entered the remains of the former prison, he had finally got control of himself to shut off his power. He wasn't sure why he reacted the way he did when Wasp accused him of liking Carol, she was just his friend, right? Nick pushed that thought aside, he needed to focus on saving the world. Personal feeling comes second in this situation.

Stay sharp, team." Captain America ordered as he and Iron Man led the team into the building.

Iron Man glanced at the Super Soldier as he activated the flashlights in his repulsors. "Right. Everyone stay sharp." He said a little hesitantly.

As the group walked down the hallway, Nick couldn't help but feel that they were being watched. With the darkly lit hallway, the green mist and the walls covered scratch marks and slime on the walls. All that was needed the jump scare followed by a woman's scream.

As if the Universe read his mind, Agent Coulson was suddenly tossed into the wall, quickly followed by a frightened scream from Wasp.

Carol immediately ran over to Coulson to check on him. "Coulson? Coulson, what just happened?" Carol asked, trying to see if the Agent had a concussion.

Suddenly the invisible force slammed into Nick, sending the Prime into the opposite wall with enough force to send him through a wall, or at least half way through it.

"Nick!" Carol screamed, immediately leaving Coulson to help the half Cybertronian.

The remaining heroes took fighting stances and scanned the room, looking for any signs of their mysterious attacker. Iron Man tried using the scanners in his armor but was experiencing some difficulties.

"The gamma radiation is messing with my systems." Iron Man informed his team. "I've got multiple contacts, but I can't lock them down."

At this moment, the team started to get nervous. They had an unknown attacker that could toss anyone but still remain completely invisible. One particular member was on the verge of a total freak out.

"If anyone is completely terrified, I can escort you out." Wasp whimpered as she flew closer to Doc Samson. It did not help her nerves when the scientist was suddenly thrown into the wall by the mysterious attacker. Wasp's eyes widened with fear as she floated in place, completely frozen with fear.

Nick pulled himself out of the wall, shaking his head, feeling like he got hit by a Chompozoid. Out of the corner of his eye, to the right of Wasp, a shadowed hand appeared out of the mist behind her. The hand then moved to the right and Wasp immediately followed, like she was hit by an invisible fly swatter.

Nick pulled out his sword, the blade crackling with energy while Thor stood at the front, tall and proud, "Show yourself, coward!" demanded Thor to the darkness.

In response, a massive humanoid creature that seemed to be made of metal reached out of the shadows and grabbed Thor. The Asgardian was caught off guard leaving him unable to react as the Metal humanoid tossed him into the far side of the corridor.

Agent Coulson saw the creature as his eyes widened as he recognized the attackers. "The U-Foes." He cried out as he aimed his blaster to where Thor was dragged off. However before he could fire a shop, a man in a containment suit with a dome helmet with a Skeletons face on the front, jumped out of the mist and grabbed Coulson on either side of his helmet. Before the SHIELD Agent could fight back, the Skeleton sent an electrical surge through Coulson's body, making the Agent scream in pain.

Seeing him in trouble, Captain America rushed to aid his comrade. However, he was suddenly stopped when the mist surrounding him suddenly started to coil around him like a snake, preventing him from moving further. A large clump of green mist in front of Captain America, morphed itself until it took the form of a woman, with white eyes and a body completely comprised of green mist. The mist woman then flowed into the filters of the Super Soldier's suit and reformed on the inside of his helmet.

"Give Vapor a kiss." The mist woman said in a seductive tone, as she then pressed her lips against his. The Super Soldiers eyes then widened, as he could feel noxious gasses flow down his windpipe, slowly suffocating him.

The Skeleton Man, having finished his attack on Coulson, had moved onto Iron Man, making the Armored hero scream in pain as he tried to pry the villain off him.

After getting over the initial surprise of the villain's attack, Carol raised her cannon to try and shoot the electrical skeleton. However, the shadowed hand appeared again, and with another gesture, sent her hurtling to the side, straight into Nick. The Prime reacted fast enough to catch Carol once more.

The figure behind the telekinetic attacks stepped out of the shadows, revealing himself to be a humanoid male, that looked like he had a spiral galaxy inside him.

"Welcome to the Cube." The being said with an evil smirk.

Samson pushed himself off the ground and glared at the villain. "Vector." He snarled at the final member, and leader, of the U-Foes.

The U-Foes are a team of Villains that gained their powers from Cosmic radiation. Their leader, Vector: had telekinetic abilities and a bloated ego to boost.

The walking Skeleton was X-Ray: who had the ability to shoot different kinds of radiation from his body.

Next was Vapor, the only female member is a being made of pure gas and can only become human for brief periods of time. She had the ability to alter her chemical makeup allowing her to become any type of gas, poisonous or not.

The final member was Ironclad, his body is made out of strong, dense metal that can withstand heavy blows and blasts. He is also incredibly strong, able to go toe-to-toe with The Hulk.

Right know the group had so far managed to pin down the team as Vector looked around in glee.

Doc Samson then noticed that each member had a green disc on each of their chests that glowed.

"That's…" he said aloud as his eyes widened in realization. "I created those devices to drain gamma energy."

"The Leader has other plans for them." Vector stated in confidence before raising his arms in a fashion that seemed boastful, "Our powers are increased to a level you can't-AHH!" He was cut off when Black Panther suddenly jumped down from the rafters he was hiding up in and kicked Vector in the back before landing on top of him.

"You all talk too much." said the New Wakandan King, but Vector was not done yet, using his powers to throw Panther off, but thanks to his training, he landed on his feet, ready to engage his enemy.

"Fool, our powers are greater than ever before." Vector restarted his monolog, "And under the Leader's rule, we shall bring a new order to this-" he never finished that sentence because a ray of lightning slammed right into him, causing Vector to crash into the wall before he fell unconscious.

"This must have been what it was like for some of the Autobots during the war." muttered Nick as he held his sword, the tip pointing right at where Vector once stood. He formed up with Panther.

"Fighting the mutated agents, I noticed you used pressure points against Agent Fitz." said Panther as he and Nick formed up with the other Avengers.

"Most of the prisoners may look like monsters, but they're still human, meaning they have the same muscle system." answered Nick, however, their attention was quickly caught by a loud clang as Thor broke free of Ironclads grasp, knocking the metal behemoth away with Mjolnir. He then spun the hammer from its strap, creating a strong gust of wind, blowing away the green mist including Vapor, who let out a scream as she dispersed with the rest of the mist.

Captain America gasped as his lungs filled with clean air. He almost fell to the ground if Agent Danvers hadn't caught him. He gave her a grateful smile, which she returned. However, the moment was interrupted when Ironclad suddenly appeared right behind the two. Towering over them like a Colossus.

Ironclad then raised his massive fist, intending to crush the Super Soldier and SHIELD Agent. Captain America was still too weak to raise his shield and Carol was not strong enough to move both of them out of the way. As the fist came down upon them, Carol closed her eyes and braced for the impact. A loud clang echoed through the corridor, but for some reason, Carol didn't feel the hit. Confused, she slowly opened her eyes, her expression quickly changed from confusion to shock by what she saw.

Nick stood right in front of her, using the side of his sword and both his hands to stop Ironclad's attack. The villain himself was also shocked, a kid, stopped his punch with no problem. Just what kind of freak is he?

Nick then grunted in effort as he shoved Ironclad back before kicking the villain directly in the stomach. His boot was glowing a few seconds before the attack, but it made contact, Ironclad was sent flying across the room, a roar of pain came from him as he crashed into a wall.

The Metal Giant tried to amble towards the heroes when Captain America, who had now regained his strength, stepped forward and threw his shield at the villain. At the same time, Thor appeared behind Ironclad and tossed his hammer as well. The shield and hammer struck the Metal Giant at the same time, the former hitting his legs while the latter collided with his head. Sending the Metal mutant to the ground unconscious.

At the same time, Iron Man was able to get X-Ray off him by delivering a punch to face, followed by a blast from his Uni-Beam. The force of the attack sent the radiation villain into the roof, then crashing to the floor unconscious.

The heroes gathered together, quickly recovering from the skirmish. Thor once again seemed disappointed by the fight.

"Truly a poor showing." The Prince of Thunder said as he looked over the fallen villains. "The Leader will have to do much better."

"No." Black Panther called out from his position near the roof. "The agents outside, the U-Foes, it is all a distraction."

No soon had Panther uttered the words, Wasp and Coulson were both struck by two bolts of energy. Their screams rang out throughout the hall as electrical energy danced across their bodies.

The energy then flowed out of them, which then proceeded to take the form of a hulking being, that seemed to be made of yellow electrical energy. This was Zzzax, then energy monster.

Zzzax roared as it fired two electrical blasts from its hands at Captain America and Iron Man. Both of whom were able to block the attack with their shields, energy shield in Iron Mans case, with the force of the attack pushing both of them back.

However, Thor quickly intervened as sent a wave of lighting to knock Zzzax's attack away.

"Attack me, monster!" The Asgardian challenged the electrical mutant. In response, Zzzax roared once again and lunged at Thor. The Prince of Thunder charged as well, Mjolnir held aloft. Once they closed the distance, Thor struck Zzzax with full force. Whatever energy that Mjolnir was giving out, seemed to have a negative effect on the creature, as Zzzax suddenly glowed white and exploded in a shower of sparks and surges.

Everyone instinctively raised their arms to defend themselves from the shower. Once the surge was over, Iron Man heard an evil laugh coming from behind him. He turned to see Vector, weakly pick himself off the ground as he shot a smug grin in Iron Man direction.

"You don't get it, do you?" The villain sneered. "We don't need to beat you."

Iron Man quickly realized what Vector meant by that, as he noticed his armor was sparking from Zzzax's explosion. "Oh, no, the gamma armor!" Tony said aloud.

Nick's eyes widened, Vector was right. They didn't need to beat the team they just needed to…

His thoughts were interrupted when he heard a loud groan. The others turned to see Wasp, on her hands and knees; the lights in her suit dim as her helmet fell off. Her body then began to mutate, her hands tore through the gloves as they morphed into pincer-like claws. Her shin shifted into a yellow exoskeleton as her legs became more insect like. She opened her eyes, which were now glowing green, as her pupils disappeared and her head shifted into that of an insect, with a large set of mandibles that now replaced her mouth.

The heroes looked at her with horrified expressions as one of their friends was mutated into this monster before them. Nick was shocked by what had happened to her. Wasp was one of his closest friends, he'd even started to think of her as family. And know in the blink of an eye, she had been transformed into a mutant insect. Nick swore that once this was over he would personally give Leader the beating of his life. No one hurts his family and gets away unscathed, he was certain of that.

Nick lowered his sword, walking towards the mutated Wasp, who was standing motionless while staring at her team. "Jan, you still with us?" asked Nick but received nothing.

"Jan, I know you're in there, it's me, Nick." The teen continued in a calm tone, "Do you remember when we went to the mall last week, you had me try on all those suits?" This time he got some sort of response, but not the one he was hoping for. Her right pincer lit up with energy as she flew directly at Nick.

The attack caused the teen to stumble back, but remain uninjured as Wasp flew above them and remained suspended in the air as if waiting for something. The Heroes all readied themselves as they prepared for what comes next.

* * *

 

**_Leader's Control Room_ **

In another room, one that held dozens of monitors across the walls, each one displaying a different angle of the battle, and at the center of it all was a thin man wearing an orange and black suit and gauntlets like the ones Samson wore. And like most Gamma irradiated mutants, he had green skin but what stood out most, was the giant head that rested on his rather small neck. Around his forehead was a metal headband, one with a glowing node in the center, this was Samuel Sterns, better known as The Leader.

As of right now, the Leader was watching the battle unfold, a small grin formed in the corner of his mouth as he watched the heroes fumble about, trying to foil his plans.

"Poor misguided Dr. Samson." Leader said in a calm tone, "All that time you were studying me in the Cube, you didn't realize it was I studying you. How sad."

He then reached up to the band on his forehead and pressed the button in the center. "Wasp put the good doctor out of his misery." Leader said as the band broadcasted his thoughts to Gamma Wasp allowing him full control over the mutated heroine.

Back in the fight, Gamma Wasp received her orders and immediately lunged at Doc Samson, both claws glowing with energy. However, Thor stood between his mutated teammate and the scientist.

"I have no desire to fight you, Wasp." Thor announced again trying to snap Wasp out of her primal state. But like before, Gamma Wasp didn't listen and swiped her claws at Thor, striking him twice in the face before the Asgardian blocked the third strike with his hammer.

"Remember who you are!" Thor shouted.

Wasp only screech before she shrunk down to about two inches. With an impressive display of speed, slammed right into Thor, sending him flying, somehow.

The Avengers turned around to hear and see a mass of Gamma mutants approaching them from behind.

"This could be dangerous." said Nick, keeping his tone level even though he was slightly nervous on the inside.

"You think?" asked Carol, in a nervous tone.

Iron Man raised his repulsors as he turned to Captain America. "Thoughts?"

Captain American gave the approaching mutants a hard stair. "We can't hurt these men."

"We may have no choice." Nick pointed out as the heroes slowly backed away from the approaching horde.

Iron Man took a time to try and figure out the best plan of attack.

"Panther, you take Coulson; Cap, Nick and I will…" Before Iron Man could finish his order, Black Panther leaped into the air and kicked down one of the Gamma mutants. He then proceeded to run down the corridor, vanishing into the shadows. "Panther? Panther! I can't believe this." Iron Man grumbled in annoyance.

"Heads up!" Captain America yelled as he blocked one of the Gamma mutant's punches with his shield. Nick immediately responded by blasting the mutant with a ray of lightning from his sword to the creature's face. Knocking it back a few feet.

As if things weren't any more difficult, the prisoners that the Avengers had already defeated were getting back up. The U-Foes had regrouped and Zzzax was able to pull himself back together. All of them shared the same level of hate for the heroes and agents.

"There's too many of them!" shouted Tony as he fired several repulsor blasts at a few mutants while Samson, Carol, Nick, and Captain America used whatever long range weapon they had at their disposal.

"We cannot falter now!" yelled Nick as he fired a blast of energy from his hands.

"All they have to do is take out our armor," said Tony as he blasted another mutant, "We have to go for the generator." Turning to Samson, "Samson, go. I'll cover you."

The Scientist nodded, as he grabbed an unconscious Agent Coulson, and he and Carol both took off down the hallway with Captain America and Nick behind them. Iron Man released several more blasts from his repulsors before firing a blast from his Uni-Beam.

"Thor, we have to go!" Iron Man called out to the Asgardian Prince as he blocked another strike from Gamma Wasp. Putting extra strength into his strike, Thor pushed Wasp away with enough force to send her flying.

"The Leader will pay for this." Thor stated solemnly as he then leaped to the ceiling and raked his hammer along the roof, causing debris to rain down on the perusing mutants.

However, that didn't slow them down for long as they quickly pushed aside the blockage. Nick noticed this and stopped in his tracks and faced the monsters.

"What're you doing?!" shouted Carol to him when she saw him suddenly stop. A worried expression was on her face.

"Buying us time." answered Nick as he held his sword in front of him, the weapon retracted before transforming into a much larger weapon. It had one large barrel and a bulky form, it was much larger that he had to use both hands. The barrel of his new cannon began to glow before a massive fireball erupted outwards, flames were a bright blue, turning the rock to molten lava that spread all the way down to the end of the hallway. The mutants chasing them stopped at the beginning of the burning length.

Nick retracted his weapon back into's it's standard form before he turned to Carol, seeing the look of awe. "It will give us some time but won't permanently stop them."

Carol nodded in response, as the two then ran off to catch up to the others. The group ran down a series of hallways, searching for the Gamma Generator. Due to all the energy, Iron Mans sensors were completely useless in trying to locate it. Until Nick remembered that Decepticon Hunter can transform into different devices, not just weapons. And so he imagined an energy scanner that would help them find the generator, and so the Prime lead the team to their destination.

As they rounded the next corner, an electrical surge sounded from behind them. Suddenly X-Ray leaped down from the ceiling and latched onto Iron Man, sending another wave of electrical energy into the armor as the Iron Avenger screamed in pain, crashing into the ground in the process. Grunting from the pain, Iron Man quickly aimed his repulsor behind his head and blasted the radiation villain off of him. He then turned to his back just in time to see a Gamma Mutant charge him.

The mutant stopped when a familiar round shield, slammed into its face stunning it. Iron Man the blasted the mutant with his Uni-Beam, sending it flying into the other approaching mutants.

Captain America held out his hand as his shield returned to him and turned to Nick. "Protect Samson. Thor and I will get Tony." The Super Soldier ordered.

Nick nodded before gesturing for his team to follow. He, Samson, and Carol all continued down the corridor, while Captain America and Thor went back to help Iron Man.

Captain America was able to get to him just in time to block a strike from Ironclad that almost crushed Iron Man. Vector used his power to stop Thor mid-flight and tossed him into the ground, where the Thunderer was promptly surrounded by the Gamma Mutants.

Iron Man and Captain America stood back to back, blocking and attacking anything that approached them. However, they were both caught off guard when Zzzax phased out of the ground beneath them, grabbing the two in his massive hands. The two hero's groaned in pain as electrical energy danced across their bodies. Zzzax then tossed Iron Man in one direction and Captain America in another.

Iron Man landed on the ground closest to where Nick's group was, who looked back to see the state the Iron Avenger was in. Iron Man lifted his head as his armor sparked from the damage.

"Nick… destroy… the generator… no matter what!" Iron Man yelled weakly.

Samson looked like he wanted to go back, but Nick put a hand on his shoulder. "Iron Man is right, if we don't shut the generator down, more lives will be put at risk. We must stop the Leader."

Nodding, Carol and Samson ran down behind Nick, past a few the corridors until they finally reached a large open room, that was bathed in a bright green light from the giant Gamma Generator that was positioned at the center of the room. However, their hearts quickly sank, once they saw who was waiting for them.

"Uh-oh." Doc Samson said worryingly.

Standing before them were four large men, each with a smug grin on their faces. They were the Wrecking Crew, a group of thieves that have a reputation for destroying everything around them. Nick was pretty sure if they weren't bad guys, the Hulk would have gotten along great with them.

Their leader was the Wrecker, a man in a green trench coat and a purple ski mask that covered everything but his eyes and mouth. He wielded a large crowbar as a weapon.

Next to him was Thunderball, an African-American man wearing a green and yellow suit. He held a large wrecking ball on a chain in his right hand, which he was currently spinning above his head.

In front of Thunderball was Bulldozer, a large man wearing an orange jumpsuit. He had a silver helmet on his head that completely covered his face with only his eyes, visible.

The final member of the group was Piledriver, he wore a suit consisting of a white shirt, red mask and pants and blue gloves. His right arm was encased in a metal glove that covered the whole arm

Piledriver smirked at the heroes in front of him. "Oh, look, Wrecker, they actually thought the Leader was gonna be here." He said in a mocking tone. "Too bad." He finished, he then placed a Gamma enhancer into the outlet on his chest. Then the group was suddenly bathed in a green light as their powered were increased, growing larger, more muscular and more monstrous than before. The heroes eyes widened as they stood before the new and improved Wreckers.

"Let's take them down, boys." Piledriver said as the enhanced villains charged the alien hero and SHIELD agents.

Thunderball, through his wrecking ball straight at them with such speed, that they didn't have time to dodge. The metal sphere slammed into Doc Samson, sending the scientist into the ground in a small crater.

"Doc/Samson!" Nick and Carol screamed in unison.

Doc Samson ground as he pushed himself up, his suit was completely destroyed but the scientist himself didn't have a scratch on him.

"I'm, I'm okay. Not changing." Samson said assuredly and slightly surprised as he looked down at his hand to see that there was no sign of mutation.

That proved Nick's suspicion from the start; the green hair, the super strength and now the immunity to Gamma radiation. Doc Samson didn't turn into a Gamma Mutant because he already was a Gamma Mutant.

His musings were quickly interrupted when Piledriver charged at Doc Samson, using his enhanced strength to punch the Gamma Scientist into the wall.

Nick and Carol both turned in time to dodge a strike from Bulldozer. Both Carol and Nick jumped out of the way, flipping passed the mutants, thanks to their size compared to the Wrecking Crew's, they were more nimble than the enhanced villains.

The Wrecker charged at Nick, swinging his Crowbar down as hard as he could, but the attack was stopped by Nick who grabbed the tool and countered with a side kick to his stomach. The Wrecker stumbled back before he growled angrily at the teen.

Carol flipped over another strike from Bulldozer as he once again slammed his fist down in his attempt to crush her. Once his fist met the ground, Carol seized her opportunity. Using her advanced training, Carol ran up Bulldozer's large arm until she reached his head. She then pulled out an explosive from her belt and placed it on top of his head, where it stuck thanks to its magnetic base, and flipped off the enhanced villain.

The explosive detonated, causing the villain to become lost in a cloud of dust. Carol looked back at the villain with a confident smirk. However, her confidence quickly faded when the dust cleared, showing that Bulldozer didn't even flinch from the explosive.

Carol was so shocked that she only narrowly avoided getting crushed by Bulldozer's large fist. She rolled out of the way and backed up to where Nick was facing off against Wrecker and Thunderball.

"See?" scoffed Wrecker as he tapped his crowbar in his hands, "Not so easy, is it? Now that we got the power."

The Wrecking Crew closed in, Carol's body shook with fear. She was going to die, just when they were so close. Suddenly, Nick closed his eyes and stepped forward.

"It's the man," stated Nick as his body glowed brightly, "not the power that wins a battle." He then turned into Nova and was now the one standing over them. "So, let's see how you pick a fight with someone not, your own size."

The three villains grit their teeth before charging. Nova plucked Carol off the ground before he jumped into the air, letting the attacking villains accidentally strike each other. Thunderball recovered first, hefting his wrecking ball before swinging it right at Nova. The Prime had landed a few feet from the villains and had placed Carol back down on the ground.

Nova had his back turned to the incoming weapon. Carol was about to warn Nova, but the Prime was already moving and in a flash, his katana was out of its sheath. The wrecking ball heading directly for Nova's back suddenly split in half, both halves flying off to either side of the Prime before embedding themselves in the wall.

The Wrecking Crew and Carol all stared at the Prime at different levels of shock. This guy just sliced A. Solid Steel. Wrecking Ball. In. HALF! Carol made a quick note to never for the life of her to understimate Nick's Cybertronian form.

The Wrecker was the first to get over his shock before glaring right at the Prime. "Crush that tin can!" roared the villain as he charged at Nova, crowbar raised.

This was a seriously dumb move on his part, because Nova only placed one hand behind his back, holding his katana in one hand. The Wrecker swung down as hard as he could but Nova merely blocked the attack. Bulldozer also tried to attack Nova, but the Prime sidestepped the villain, allowing him to run into a wall.

Carol couldn't help but stare in awe; Nick was way better trained than she thought, also for someone his size, he was impossibly light on his feet. Her thoughts were interrupted when Thunderball, now disarmed, attacked Carol. Since Nova was currently busy with both Bulldozer and the Wrecker, she was on her own. Aiming her hand cannon at the villain, she fired several shots at him, each one causing Thunderball to yelp in pain but pushed through with a roar.

'Just have to stay alive long enough for Nick to come help.' thought Carol as she flipped over Thunderball and shot him in the back a few times, 'He shouldn't take too long.'

Nova was actually hardly trying at all, these bad guys had no previous formal training, making it way too easy for him to predict their next move. At one point, Wrecker tried to slam his crowbar into Nova's shoulder, but the Prime caught it and bashed it against his own face. The Prime heard a loud roar from behind him and saw Bulldozer charging full speed at him. Nova smirked as he punched the villain in the gut before grabbing his arm and throwing him across the room.

Bulldozer slammed into Piledriver, who was still giving Samson a beatdown. Both badguys crashed into each other before crashing into a wall where they were temporarily knocked out.

Samson looked up to see Nova blocking Wrecker's attacks with his sword, but he wasn't looking at the villain, instead, his vision was on him. The doc gave Nova a grateful thumbs up, which the Prime returned with a nod before a hit from Wrecker actually managed to connect. Nova barely moved his head but turned slowly back to Wrecker who looked like he was seriously rethinking his life's decisions. In a split second, Wrecker was stumbling back from a punch, courtesy of Nova. Out of the corner of his optic, Nova saw Carol still fighting Thunderball, but an idea quickly formed.

Nova grabbed the Wrecker by his arm and threw him as hard as he could at Thunderball. Thunderball was about to bring his fist down on Carol but the Wrecker slammed into him, knocking both villains away.

While all the fighting was happening below, on the upper-level Black Panther ran out onto a catwalk above the Gamma Generator. The cat themed her walked to the center where the beam of energy was being released. He then pulled out several Vibranium daggers from his belt and tossed them down to the Generator bellow. However the intensity of the Gamma Energy was too much for his suit to take and the energy began to tear through Black Panther's suit, mutating him in the process.

However, it was not in vain as his dagger successfully hit their target, resulting in a large explosion that destroyed the gamma generator. The resulting shockwave knocked everyone off their feet, well almost everyone. Nova had seen the darts enter the generator before it exploded and was able to shield Carol from the explosion. But as an added side affect, anyone who had been affected by Gamma Radiation was instantly rendered unconscious.

Nova got up, Carol giving the Prime a look for protecting her when she claimed she would have been fine. Nova rolled his optics as he turned back to Nick, regrouping with Samson and Black Panther.

"Nicely done, T'Challa." complimented Nick.

"Are you all okay?" Black Panther asked the group.

Carol groaned as she cracked the tensions in her back and arms. "Yeah, I think were good."

"That's good, but you," Nick said in an authoritative tone as he walked up to the Wakandan King. "Where did you go? You disappeared right in the middle of a fight."

"I could not get close enough to the generator while the Leader's forces guarded it." Black Panther casually replied.

Nick furrowed his brow in annoyance before letting out a long sigh. "Before you go and make a decision, be sure to tell the others about it before you actually do it."

Black Panther nodded, "I will improve on that for next time."

Nick nodded as he and the others started to make their way out of the room.

Once they found the others, Nick saw that everyone that had been mutated by the dome had returned to normal, unconscious but normal. Iron Man, Cap, and Thor all looked pretty beat up and exhausted by the time they arrived. But Tony seemed to have enough energy to chew out Black Panther for running off in the middle of a fight. Something Nick and Carol found quite entertaining.

As soon as it was confirmed that every Gamma Villain within the Cube had been incapacitated, SHIELD moved in to apprehend them. While they were doing that; the Avengers, along with everyone who had been affected by the Gamma Dome, were brought to a makeshift medical center where they were all examined for any side effects of the dome.

Agent Simmons said it was standard procedure for everyone to get checked for any signs of side effects. Before she could actually start her examination, a voice interrupted her before she could begin.

"Ep, ep, ep," Nick almost instantly recognized the voice. Following it, there was a semi-elderly man, like in his seventies, but was incredibly fit for someone his age. He was wearing a red and white jacket, dark red jeans and had a medical kit in his hands, "As his physician, I believe I hold the right to make sure he made it through without any unforeseen changes."

"Physician, I don't even-" Nick paused midsentence as he squinted at the man, before his eyes widened into saucers, "Ratchet!"

"Yes, yes, it's me." said the doctor as he began sifting through his kit, Simmons thought it was best if she left it to this guy. Carol meanwhile was giving Nick a confused.

"But, how did you..." Nick trailed off, not understanding how an Autobot became a human.

"Primus once told you that any Cybertronian who comes to earth would be the size of a human," explained Ratchet as he took out his PDA, "well when he said you would also have the ability to become human at any time, he meant that as a Cybertronian. Meaning, any Cybertronian can become human."

Nick's jaw was hung open in shock, not really sure how to respond. Carol found this somewhat funny if her snickering was anything to go by.

After a while and SHIELD transport arrived to take away all the villains that were in the Cube. Nick watched as the Wrecking Crew walked by in their restraints. He then looked over to where the people who were mutated were being treated. He saw Skye siting next to Agent Ward, who even when not mutated didn't seem to smile. Skye looked over to Nick and mouthed the words 'Thank you' to him, which he nodded in response with a smile of his own.

Nick's attention was then caught by Doc Samson, who had just completed examining Agent Coulson, along with Thor and Black Panther. Curious to what was being said, Nick walked over to the group and listened to the conversation.

"Everyone seems to be recovering with no residual radiation poisoning. The energy the Leader used was very specific." Doc Samson informed the SHIELD Agent.

Coulson nodded, but his face remained stoic. "The Leader, there was no sign of him?" the Agent asked

"No." Samson said glumly, but he quickly shook it off. "But we saved a lot of lives today. And we foiled his big plan."

"Did we?" Black Panther asked, instantly casting a dark shadow over their good 't help but feel that Panther was right. Did they stop Leaders plan? The Leader was never captured and even if he was, everyone was saying how smart he was. And from his experience, smart guys like the Leader always have a Plan B.

Nick couldn't help but feel that Panther was right. Did they stop Leaders plan? The Leader was never captured and even if he was, with how everyone saying how smart he was. And from what he could infer, this Dome was just the beginning.

* * *

 

On a hill, overlooking the vast metropolis that is Las Vegas, stood three individuals. Up front was the Leader and behind him were Abomination and the Absorbing Man. Despite the destruction of the Gamma Dome at the Cube, the Leader didn't seem bothered by it at all. In fact, it was all apart of his plan.

"I would call that little test run a success." He said to his two lackeys. He then pulled out a small remote like device from his belt and pressed the button located on the top.

"And now we begin." Leader said in a chilling excitement. For in the heart of the city a Green light suddenly illuminated from atop of the Stratosphere Tower as a beam of green energy shot into the sky, creating a new Gamma Dome. Leader smiled as the Dome instantly swept over the area. And this time, no one can stop it.

**_To Be Continued..._ **


	9. Gamma World Part 2

**_Chapter 9: Gamma World Part 2_ **

In the sprawling city of Las Vegas, people spend their days and nights visiting the various entertainment resorts and casinos in the common goal to have a good time. However, unlike most days, the Entertainment Capital of the World was about to become ground zero for a genius villain's master plan.

The usual cheerful atmosphere of the people was distracted when the top of the Stratosphere Tower suddenly started to glow green. The civilians stood in collective awe as a green beam of light shot into the sky, then expanded outwards into a dome at such speeds that those who were closest didn't even know what was happening until it was too late. Once the energy wave passed over the people, they instantly started writhing in pain as the Gamma energy infected their bodies.

The streets filled with the screams of people, throughout the city mutated. Their bodies rapidly changed, sprouting feathers, fur, scales and some even got a mixture of them. But the results were the same, every living being that was within the Gamma Dome, was turned into mindless monsters. But the terror did not stop there, in a matter of seconds the entire city was blanketed in the toxic energy and now spread beyond like a wave of sickness.

* * *

 

Several miles away, at the now liberated Cube. The Avengers and SHIELD were in the process of loading up all the Gamma Villains that had been incapacitated after the destruction of the Gamma Generator.

However, for those who were actually inside the Dome, they had to be subjected to hours upon hours of treatments and examinations by an old Autobot medic and SHIELD medical personnel. Something that a certain teenage superhero was getting pretty sick of.

"Ow! Easy Ratchet, I need that arm." Nick requested as the medic took a blood sample while a SHIELD medic ran a scanner over his form, the beam gleaming across his chest.

"Stay still and you'll keep it." replied the doc gruffly as he took the syringe of blood and placed it under a scanner.

On the bench next to him, undergoing the same treatment, Agent Carol Danvers shook her head at the young Avengers belly aching.

"It just standard procedure, Bulkhead," she said as she held up her other arm for the scanner. "After doing this another three or five times, you get used to them."

"Uh, how many times have you done this?" asked Nick, completely surprised by her sentence. "Plus, Bulkhead is the name of an Autobot that was stationed here on Earth during the war."

"Oh, I remember Bulkhead." groaned Ratchet, remembering all the times the wrecker broke his equipment, be it on purpose or on accident.

"They're just making sure they don't miss anything." continued Carol as she shifted on the bench, "So, what was Bulkhead like?"

"I never met him in person," replied Nick as he recounted some of Optimus' memories, "but I will tell you, for such a big bot, he's surprisingly nice. Plus, he would give Ratchet a hard time, resulting in the doc's most used catchphrase."

Ratchet instantly turned around to look at the Prime, sending a glare that seriously warned him that he was treading on sensitive ground. Nick immediately clammed up when he saw a wrench in Ratchet's hand, though he sent Carol a look saying that he'll tell her later.

Carol chuckled when she saw the look, knowing full well what it meant. As she thought about Nick, the teenage agent of SHIELD reached up and tucked a strand of her blond hair behind her ear as she looked over to Nick.

"So, Nick… I never really thanked you for saving me back there." She said to him, a small tint of red forming on her cheeks.

The teen turned to her in confusion. Carol had thanked him for helping her before, heck last time they got coffee, but she never sounded to sincere when saying it.

"Oh, well, it's my job as a Prime to make sure everyone is kept safe from harm." Nick said, his cheek also becoming a little red. Something he took notice of.

'Why, the heck, am I blushing?' He thought to himself as he and Carol shared another glance before looking away. Sure he felt at ease around Carol: she was the same age as him, she liked all the same foods and she can even handle herself in a fight. But even so, Nick felt a connection to her, not like any of the connections he has with the Avengers. She was different.

Nick's eyes suddenly widened at the next thought that entered his head. Could Janet be right? Did he have feelings for Carol? No, no, no, no, no way, why he would fall for her, she's so bossy and by the book, not to mention that she's constantly getting on his nerves, and she's spying on him for Primus' sake!

But still, even knowing that, Nick couldn't help but want to hang out with her. Did this mean that he liked her as more than just a friend? This was something Nick had always had trouble with, he could never figure out if a girl was interested in him or not. Well, he wouldn't really know because he never really been in a relationship before heading to the Prime's realm, so Carol was his first relationship, other than Janet.

 _"Geez, he's just like you Optimus when you started seeing Elita."_ snickered a Prime from within Nick's mind. The teen could discern an audible sigh from his predecessor but shook his head.

He was a Prime, they weren't really supposed to get into a relationship. Sure, they needed to remain compassionate, but not form an actual relationship. Optimus turned out well, but Megatronus... Nick pushed the thought of the Fallen away.

That said, he didn't want to loose Carol as a friend. Plus she is a SHIELD agent and he's fought beside her a few times, seeing first hand how she can handle herself in a fight. Could he risk it? Could he truly experience a relationship?

Realizing that he was getting lost in the memory, Nick pulled himself back to the present. The SHEILD medical team and Ratchet had finally finished their examination on him and Carol and moved onto Wasp and Captain America, leaving the two alone together. Both seemed a little hesitant about what they were going to say next.

Nick decided to be the first to engage, "Excuse me, Carol?"

"Yeah, Nick?" replied Carol turning to him.

Nick scratched the back of his head nervously, finding it strangely hard to ask, "I was wondering if...I mean if you're free...but would you like to..."

Nick halted his somewhat sad attempts to ask Carol out for lunch when he saw that her attention was no longer on him but whatever was behind him. Nick turned around, if her look of fear was anything to go by, and also adopted a look of horror. Heading directly for the Cube moving at a speed much faster than that of the first, was a second Gamma Dome.

Within seconds, the area was blanketed inside the Dome. Nick looked around in horror as chaos erupted around, Ratchet was nearby, allowing Nick to hear the medic gasp in horror and surprise.

"BY THE ALLSPARK!" shouted Ratchet as he backed away from the humans. Nick heard one particular scream next to him. The Prime's heart, er, spark? Whatever, leapt into his throat as he saw Carol begin to mutate, screaming in pain as her body was twisted and expanded. Her hair grew long and wild, while her teeth sharpened into daggers. Her muscles expanded until her clothes tore, leaving a few pieces in place. Her eyes glowed green as she grew to about the same as Nick when he was Nova Prime.

The mutant Carol let out a thunderous roar as she attempted to tackle Nick, but the teen grabbed Carol's arm and threw her over his shoulder, using her new size and weight against her. There was a heavy crash when Carol hit the ground.

"I am so sorry!" yelled Nick to her, but Gamma Carol stood back up, like the throw was nothing and snarled at him.

She was then joined by other mutants, some SHIELD agents, others villains that just got set free. All closed in on the alien hero, who started backing up as the odds were starting to stacked against him. Suddenly he felt a bump on his back, he looked over his shoulder and, to his surprise, saw Thor, Ratchet and Doc Samson stand behind him. Backs facing in as the horde of Gamma Mutants surrounded him. Nick looked out to the monster hoarded, it didn't take long to see the mutated forms of the Avengers, mixed in with the crowd. He saw Gamma Wasp first, alongside her was Gamma Captain America, Iron Man and Black Panther. All horridly disfigured by the effects of the Gamma Dome.

"How is this possible?" Thor said in shock as he prepared to defend himself from the surrounding monsters. "The Leader's machine was destroyed."

If Doc Samson was going to say anything helpful, he never got the chance as Gamma Panther, launched himself at the Gamma scientist and tackled him away, dragging him into the crowd of monsters, disappearing from sight.

"Samson!" shouted Ratchet as he saw the doctor dragged off.

"We need to rescue him!" shouted Nick as he tried to go after him, but was stopped when Thor grabbed his right shoulder.

"Nay, Nicholas. There are too many." The prince said in a solemn tone.

As much as the Prime hated to admit it, Thor was right. There were too many monsters to fight, some of them were his friends. But he hated what Thor said next even more.

"Nicholas, you must flee."

"I will not abandon you are Ratchet!" shouted Nick as he pulled out his sword while his body glowed brightly.

"Nicholas, you must go and find help." agreed Ratchet as he was now in his Cybertronian form.

Thor kept his look on Nick. "This battle is already lost, you must go and seek other allies. There is a time to fight and a time to think. You are the only one capable of this. I shall stay and keep these beasts attention. I trust that you will return for me. But for now, go my friend."

The Thunderer then turned away from Nick, raising Mjolnir high into the air, the sky became overcast and clouds began to circle. "FLEE!" roared Thor as he brought down a massive lightning bolt into the ground. A massive shockwave erupted from the point where he struck the ground, scattering the mutants around them.

With the distraction, Nick transformed into Nova then into his truck mode and roared away from the scene. "MAXIMUM OVERDRIVE!" shouted Nova as he pushed more power to his engine, easily going even faster, leaving a trail behind him.

Now with Nova gone, the Gamma mutants got their second wind and resumed their formation around Thor and Ratchet. Thor glared at the Gamma Avengers as he hefted his hammer.

"I would advise you do the same, friend Ratchet, you should go as well." said Thor as he held his ground.

"No!" stated Ratchet as he raised his fists, "I shall stand with you. You may need a medic when this is over."

A wild roar from the Gamma Mutants brought both Avengers back to the present as the mutants all charged as one. Thor swung Mjolnir, knocking away a few monsters before several more restrained him from behind; soon the Gamma horde took part in a massive dog pile on top of the Asgardian Prince. Ratchet lasted a bit longer, proving that even though he was old, he was very spry, but he to was overrun. Thor grunted as his vision became blurry, his final thoughts.  _I place my faith in you, Warrior Nicholas._  Then all went dark.

* * *

 

Nova sped over the desert, making his way out of the dome in record time, but he had one thought in his processor: Find Help. But a thousand other questions raced through his mind: his team, his friends, were all mutated or captured. How could something like this happen? How could he fail?

 _"You haven't failed yet, you glitch head!"_ shouted Onyx, getting tired of listening to the younger prime's turmoil. Nova pulled himself out of the trap thanks to that thought. He hadn't failed yet, he would only fail if he gave up, and he was far from giving up on his family.

And he also knew the one person who has the best shot at saving them.

However, his train of thought was interrupted by a rising cloud of dust that appeared over a ridge a few miles ahead of him. Since that kind of situation usually means a crash of some kind, Nova turned sharply towards the cloud of smoke, increasing his speed to get there quickly.

Upon his arrival, Nova quickly transformed to robot mode and pulled out his rifle, battle mask snapped shut, however, he was mildly surprised to see what was going on. First of the crashed vehicle looked like a purple Jet-ski with small wings and a jet engine. But what really caught the teenage heroes attention, were the two occupants of the vehicle. One was an attractive woman with scarlet red hair and emerald green eyes, she wore a skin tight black jumpsuit that left little to the imagination. She also wore a yellow belt complete with a round buckle with a red hourglass symbol on it. She wore yellow metal bracelets on each wrist that covered half of her forearms.

Said women aimed both her weapons at someone the Prime was rather familiar with. With his trademark bow and purple costume, there was no mistaking the criminal archer Hawkeye. Currently the two individuals were currently aiming their weapons at each other, however, their attention was quickly caught by the arrival of the Autobot.

The woman gave the Autobot a once over before she spotted the Autobot symbol on his shoulders, she recognized that symbol almost instantly.

"I'm Special Agent Black Widow of SHIELD!" She immediately called out to the hero. "Hawkeye is a fugitive of the Vault, take him down!"

However, the moment she finished her sentence, an arrow immediately embedded itself in her chest. A surge of electricity coursed through her body instantly knocking her unconscious. Nova gritted his denta behind his mask as he pulled a shell into his rifle and aimed it at Hawkeye, but the archer just dropped his bow before kicking it away and doing the same with his quiver. He then raised his hands in surrender.

Nova narrowed his optics before his mask opened up and he shifted his stance.

"What is the meaning of this?" demanded Nova shortly after the archer's surrender, "The Avengers and I have pursued you for weeks and only now you surrender. Why?"

Hawkeye kept his neutral expression as he glanced over to the unconscious Black Widow. "Cause I finally did what I needed to do." He answered.

"That being?"

Hawkeye then looked the teen hero directly in the eye. "I'm not the traitor, she is. I found out that she was going to hand a vial of the Hulks blood to HYDRA to be weaponised. But when I confronted her about is, she called SHIELD and framed me for it. I spent months in the Vault for something I didn't do. So when the Break Out happened I took my chance to find Widow and clear my name."

Nova kept a critical expression on Hawkeye, analyzing all the information he had been given. Even though he had been after him for a long time, Nick never got to look the man in the eyes. Every time Hawkeye would always pull a last minute ditch before Nick ever got a good look at him. Now that he heard his story, the teen hero looked directly into his eyes, and what he saw what a sharp unwavering look that meant only one thing. That he believed every word he said. There was also another thing that convinced the Prime that Hawkeye was telling the truth, as a Prime, he had a lesser known ability of being an empath, meaning he can sense emotion, and there was no trace of deceit in Hawkeye's words, plus he was always tried to find the good in others, even if that good was minuscule.

"Very well." said Nova after a tense two minutes as he lowered his rifle.

Hawkeye only looked at him stunned. "Seriously? I just gave a speech like I'm from a cheesy action movie and you bought that. How can you be sure I'm not lying?"

"Hawkeye, when a person escapes from prison only to go right back to the people who put him there in the first place is either an idiot or innocent, and I don't think you're an idiot." answered Nova plainly as he folded his arms.

Hawkeye gave the alien an incredulous look. "If the other Avengers are as trusting as you are. I fear for the future of the world."

Nova's expression turned grim, "And if I'm wrong," he then gestured to the archer, "ant," then to himself, "boot."

Hawkeye rolled his eyes as he walked over to Black Widow and proceeded to tie her up. Once he was done he propped her up against a rock. Suddenly the communication device on Hawkeye's Skycycle began to beep, catching both heroes attention. Then the communicator produced a hologram of a familiar face.

"Attention, humanity." Came the calm, chilling voice of the Leader.

"That's, that's a restricted SHIELD frequency." Hawkeye said.

"But that is no SHIELD operative." continued Nova as he glared at the hologram.

The Leader then picked up where he left off, "I come to you with a message. And that message is "Do not be scared." The Gamma Dome that has formed in the American southwest is no threat. It is a promise. It is going to change the world for the better. You are weak. You suffer from your small minds and fragile bodies. And you have plunged the world into darkness with your faults. But I am here to save you. I will remake the world in my image. I will remake you in my image. You will be perfect, like me. And I will think your thoughts for you. The Gamma energy will grow to envelop the earth and you will be transformed. Your power will be my power. Accept your future, for I am your Leader. Welcome to Gamma World."

Hawkeye and Nova were both staring at the hologram in silence, both of them having their own thoughts about how insane this villain was, or about how similar he was to Megatron for Nova. Ruling a planet is one matter but taking away the freedom of others is just wrong.

Hawkeye turned to Black Widow, who had regained consciousness a while ago and had heard enough of the transmission, anger burning in his eyes.

"You're part of this, aren't you?" He accused.

"Don't be stupid." Black Widow snapped back, returning the archer's hard stare. "Hydra has as much to lose as anyone if that maniac takes over the world."

Black Widow then turned her attention to Nova and her expression softened slightly since Hawkeye wasn't on the ground tied up when she awoke, it was clear to her that the Autobot Avenger was on his side.

"The Avengers were inside the dome, weren't they?" asked the spy.

Nova did not answer immediately as he closed his optics before he let out a sigh., "Yes, they were. I was the only one to escape when the Dome reached the Cube."

Black Widow and Hawkeye both lowered their heads as well. Without the Avengers, there really was not hope.

"However," Nova picked up, "Not all of the Avengers were inside the Dome." This got the pair of super spy's attention as they both looked at the Autobot in curiosity. "We must find the Hulk."

Hawkeye immediately slapped his forehead. "Of course, Bruce Banner is the foremost expert on Gamma Energy. He and the Hulk have had run-ins with the Leader before. He'll know how to stop this." He said as he rushed over to his Skycycle.

However, Black Widow looked at the Archer incredulously. "And how to you plan on finding the Hulk?" the SHIELD traitor questioned. "The Hulk has gone off the grid. Last time he did that, he disappeared for five years without anyone finding him."

Hawkeye paused for a moment, she was right. Bruce and the Hulk have been able to travel across borders and set up in numerous locations without anyone ever tracking him down. And without SHIELD resources, how was he supposed to find him?

"Actually, he's in Canada as of now." spoke up Nova, gaining the attention of Hawkeye and Black Widow.

"How do you know that?" asked Hawkeye in a somewhat surprised tone.

Deciding to answer truthfully, as lying to a spy might not be the best course of action. Nova told them how he gave the Hulk a communicator he made, and that he and Hulk had been talking to each other every once and a while, while he was clearing his mind.

"Last time we spoke, he said he just finished smashing some 'Claw People'." Nova finished.

"Are you certain he's still there?" asked Widow.

Nova's response was to take out the communicator he had Teletran 1 put together and press the center button. From the screen, a hologram of North America appeared, on the map were two small red blips. One was in Nevada and the other was in Northern Canada.

"Certain." replied Nova, keeping his tone unchanged.

Black Widow nodded her head as Nova deactivated the map and put away his PDA. She then looked to Hawkeye. "We don't have much time, then. We can…

"What do you mean "we," traitor?" Hawkeye interrupted, as he hopped on his Skycycle and started the engine. "After everything you've done, there's no way I'm letting you come with us."

"Nor can we just leave her here," said Nova, taking up Black Widow's defense. "I have an ally who can keep her in custody until the crisis has been dealt with."

Hawkeye shook his head. "She is one of the deadliest people on the planet. If we give her so much as a little wiggle room, she'll take us down before we could even blink."

Nova and Hawkeye held their gazes, neither of them was backing down. While Nova believed that there was indeed good in Black Widow, he supposed that he should go with the opinion of someone who is more experienced with her.

"Very well," sighed Nova in defeat, "but we do not have much time left. We must move as quickly as possible."

Hawkeye raised an eyebrow, "I don't think my Skycycle can lift someone like you."

"Agreed." said Nova as his body glowed and transformed back into Nick. While in his human form, his body still glowed and he hovered a few inches off the ground as he looked down at the archer.

The Archer looked at the teenager with some awe before a small grin appeared, "Now that's pretty cool." He then got onto his Skycycle and ascended into the air a few feet. But his musings were interrupted by one particular woman.

"Come back here!" Black Widow yelled from her restrained position. "You can't leave me like this!"

Hawkeye looked back to her and smirked. "Look on the bright side, Widow. Your new green skin will match your eyes."

"Hawkeye I don't think it's a good idea to make fun of the world's deadliest woman." said Nick as he folded his arms.

Hawkeye shrugged, but Nick decided to throw in his own sense of humor, "but she's already got the anger down."

"Ha Ha, good one. I like you, alien guy. I see this as the start of a wonderful partnership." complimented Hawkeye about Nick's joke.

"Let's get through today first. Then we'll talk." Nick said as he shot off towards the distance, Hawkeye flying right behind, both leaving the Gamma Dome behind.

* * *

 

**_Leader's Command Center_ **

Meanwhile, at the center of the Gamma Dome, on the highest level of the Stratosphere Tower, the Leader sat comfortably at his control panel. His master plan was running so smoothly that he felt as is celebrations were in order.

However, there was one thing that was bothering him. He had received confirmation that the Avengers were caught in the Gamma Domes energy, which made him smile ear to ear. But that smile quickly faded when he received word that not only was Thor unaffected by the Gamma energy but so was the Avenger's robot and one other male who seemed to be able to turn into a similar robot. The robot that escaped the Gamma Dome.

The Leader didn't like that fact that an Avenger was still on the loose. Especially a hero who the Leader knew nothing about, the only information Leader had on this individual, was that he appeared on the same day as the Break Out. Other than that, there was no other data and Leader hated a lack of data.

"Bring them to me." The Leader called out to the Gamma Mutants behind him. A few moments later, the mutated members of the Avengers, dragged in the unconscious forms of Thor, Ratchet, and Doc Samson and tossed them at the base of The Leader's pedestal.

"Leave me." The gamma villain ordered. Immediately the Gamma Avenger slinked off into the shadows, leaving their master with his captives. A few moments later Thor groaned as he regained consciousness, his eyes widened when he realized he was missing his most important tool.

"My hammer where…?"

"Ah, yes." Leader interrupted from his seat as he looked down at the Asgardian. "It is quite curious. My Wrecking Crew could not lift your weapon, even with their strength enhanced by my gamma boosters. And you of all the Avengers, along with your shapeshifting teammate and this other, were not affected by my gamma energy. Now tell me, why is that?"

Thor rose to his feet just as Ratchet regained consciousness. "Only those worthy of the thunder may wield Mjolnir, villain." He said proudly, "And as for your 'energy', mortal science holds no fear for and Asgardian."

"As for myself," said Ratchet as he pushed himself to his feet, "Cybertronians are naturally immune to radiation, of any kind."

Leader eyed the Asgardian and Autobot as he placed his hands together in front of his face. "Yes, yes but what of your shapeshifting ally. He is your teammate and yet he abandoned you when you needed him." He looked down at the Prince of Thunder with a sinister stare. "Don't think this changes anything, Asgardian. Even with one Avenger standing, it is far too late to stop my plan."

"Do not be so certain," said Ratchet as he crossed his arms, "While Nova is not as intelligent as you are or have as many resources as you, he does not need to defeat you."

"Aye," agreed Thor, "He shall return and you will fall, villain."

Leader scowled at the Autobot's statement, if this shapeshifter was powerful enough for even a god to place his faith in, then he must take special precaution's for when he returns.

Leader turned his chair away from Thor and Ratchet. "I suppose if gamma energy has no effect on a thunder god or on an alien race, then you two will simply have to serve as entertainment."

At his words the Gamma Mutants started growling from the shadows as one dragged Samson away from the area, leaving Thor and Ratchet alone at the center of the room. Instinctively Thor held out his hand.

"Come to me, Mjol…" The Thunderer started to say before something big came up behind him and punched him with enough force to send him to the ground hard. Thor flipped himself to his back, only to see his attacker lung at him; the giant villain slammed its massive fists into the Asgardian's face repeatedly with enough force to actually hurt the Thunder god.

"Thor!" called out Ratchet as he shoulder charged into the villain, knocking him off the prince. Now that Thor could stand, he could see who his attacker was.

"Not scared?" asked the voice of Abomination as he lumbered over both Avengers. "You will be."

* * *

 

In the peaceful forests of Northern Canada, many people travel there to enjoy the calm and tranquil atmosphere and natural beauty of the Canadian wilderness. However, today that peace was utterly destroyed by the sounds of cannon fire, followed by a mighty roar. A roar belonging to none other than The Incredible Hulk.

Currently, the Hulk was engaged with the Hulkbusters, a military unit founded by General 'Thunderbolt' Ross for the specific purpose to combat the Hulk. When Hulk joined the Avengers, the Hulkbusters were called off their pursuit of the Jade Giant, but since his resignation, the hunt was back on.

Currently the military unit had cornered Hulk at a stream located at the foot of a nearby mountain. Which they then proceeded to fire a barrage of explosive shells and missiles at the Gamma Giant. One of which sent the Hulk flying into a large boulder and into the water below. Groggily, Hulk rose from the water, breathing heavily. He was already tired from a previous fight before the Hulkbusters found him and he didn't even have time to catch his breath before the shells started flying. Nether the less, he may be tired, but no way Hulk is gonna go down without a fight.

The Jade Giant glared at the approaching tanks and roared a battle cry at them. In response the tanks fired several more shells at him, Hulk dodged the first shell, then punched the other two, the explosions not even phasing him. However, he was then met by the stinging sensation of thousands of bullets that riddled his body as the gunners opened for on him.

While Hulk was practically invulnerable to all forms of conventional weaponry, the Hulkbusters armaments were specifically designed to be able to hurt him, even the bullets were able to sting his normally indestructible skin.

Hulk was so focused on the Tanks that he didn't even notice the gunship helicopter that was hovering above him. The chopper fired several high explosive missiles at the Hulk, resulting in a giant fiery explosion that launched the Hulk several meters before landing hard at the center of the lake. Once the ripples subsided, the chopper pilot grinned as he saw the unconscious floating form of the Hulk, lying face down in the water.

"Let General Ross know the Hulk is down. The Hulk is down." The pilot said over his comes.

Suddenly from out of nowhere an arrow, flew through the air and impacted straight into on of the choppers missile pods. The resulting explosion caused the choppers dashboard to light up like a Christmas tree as the pilot fought fiercely to regain control of his vehicle. The pilot saw something out of the corner of his eye as he turned to see who was attacking him.

Hawkeye swooped out of the sky on his Skycycle and drew an arrow from his quiver, the arrow head resembling a drill head, and fired the projectile at the gunship. The trick arrow impaled in the side of the vehicle, then with a whirring sound, the arrow drilled into the fuel tank of the chopper, causing fuel to leak out. Hawkeye then proceeded to fire two more drill arrows at the gunship allowing more fuel to leak out of the heavily armed aircraft.

"Hulkbuster unit to Ross we're taking fire from an unidentified bogey!" the pilot relayed over his radio. "We are losing fuel and have to set down!"

At that last transmission, the chopper then pulled away from the battlefield as it searched for a suitable landing site.

During the commotion, Hulk regained consciousness and looked up to see the damaged chopper flying off with Hawkeye in pursuit. He was so confused by what he was seeing that he failed to notice a Hulkbuster tank that aimed its barrel right at him. Before the gunner could fire, the tank was rocked by several shots to the right of it.

"What the-HOLY SHIT!" yelled the gunner as a blade suddenly pierced the armored chassis of the tank right in front of him. Looking through a window, he saw a white robot land on its feet before spinning around and reaching above the tank. In a second, the tank's front half was sliced right off, exposing the gunner and crew to the world. All the soldiers looked up to see the robot standing above them.

"Get. Out." said the robot. All of the soldiers abandoned the tank in seconds. Seeing them leave, Nova turned his attention to the other tanks and military personnel. Raising his long sword, the blade crackled with Lightning as he shot a ray right at a tank, frying its systems, effectively disabling it without harming the soldiers inside.

The bolt of lightning caught Hulk's attention as he turned to see the remaining tanks, just as one of them fire at him. Hulk merely turned to his side, letting the shell fly past him, destroying boulder instead. Hulk growled as he leaped into the air, landing in front of the tank, then proceeded to grab the tanks barrel and tear of the top half of the armored vehicle. He then used the tank half to bat the lower half of the destroyed vehicle away.

Hulk grunted as he was once again bombarded by a volley of bullets from the remaining tank. Suddenly Hawkeye swooped down and passed in front of the Hulk, for him the world slowed down as he drew back his bowstring with his explosive arrow lined up. He then released his grip and the arrow soared like a homing missile as it flew down the barrel of the tank's main cannon. Fire erupted from the barrel as the crew immediately climbed out of the top hatch of the armored vehicle, moments before it was consumed by flames.

The tanks occupants got to their feet only to then notice the ten-foot tall green mountain of muscle known as the Hulk, glaring at them. The green giant then unleashed a powerful roar at the soldiers, sending them into a panic as they scrambled over each other to flee into the forest.

With the fight over Hawkeye dismounted his Skycycle and walked up to the Hulk. However, the reception he received from the big green hero was less than warm.

"Leave Hulk alone." He growled at the Archer before turning his back to him.

"Leave you alone? I just saved your green hide." Hawkeye stated gesturing to the remains of the Hulkbusters tanks. "And now you get to return the favor."

Hulk only grunted as he got ready to leave, but, in the corner of Hulk's vision, he saw a familiar white and gold robot walking through the smoke towards him. Nova stopped a few paces from Hulk and gave a friendly wave to the jade giant.

"Good to see you, Hulk." greeted Nova as he held up a fist.

The Green Giant smiled as he gave his friend a fist bump. "Good to see you too. Sorry I didn't call the other day. Been a little busy smashing."

"You did mention something about claw people," replied Nova, "What exactly did you mean by that?"

"HEY!" Hawkeye shouted, drawing the attention of both Hulk and Nova. "I don't mean to interrupt your little tea party here. But we have more important things to deal with."

He then turned his attention to Hulk, "We need some help."

"Hawkeye," said Nova as he gave the archer a critical look, "I thought we agreed that I would do the talking."

Hawkeye simply shrugged him off. "You're taking to long. Listen up Big Green, There's a big green energy dome, turning everyone into gamma monsters. The Avengers are down and the rest of the world is next."

Hulk narrowed his eyes at the little man, his attitude really starting to tick him off.

"You want someone to fight monsters?" Hulk growled, "You should've asked them." He said, gesturing to the remains of the Hulkbusters.

Nova tensed, they were losing Hulk's good mood. At any rate, Hawkeye might cost them their best chance at saving the others.

The Archer in question merely smirked. "I don't need them, smart guy, and I don't need you. I need Banner."

Hulk suddenly stiffened at the mention of his alter ego, then his face shifted into an absolute rage as he towered over Hawkeye, both fists raised into fighting positions. Hawkeye, however, stood his ground as Hulks shadow passed over him.

"Banner's not home." He growled threateningly "Now leave me alone!"

Nova was about to step between them, but Onyx commented,  _"Wait for it..."_ at first, Nova thought Onyx had lost it until Hawkeye said something, neither he nor Hulk would expect.

"Listen, Bigfoot! If you don't give me Bruce Banner in the next three seconds, bottom line? I will take you down."

The entire area went silent, even the sound of the river died down as if nature itself was holding its breath. Hawkeye glared at the Hulk, his eyes dead serious like he believed every word he said.

At that moment Hulk did the only rational thing anyone could do if a guy with a bow an arrow threatened the strongest being on earth. He laughed. Hulk hugged his sides as he laughed at the archer's threat, he laughed so hard that tears began to fall from his eyes. Nova was also laughing, but this wasn't like any other laugh, this was a great laugh. Like church bells, and this laugh echoed throughout the forest till he finally got a hold of himself.

When Nova stopped laughing, he saw the billowing Hulk, suddenly shrink down into a Caucasian male, with brown hair and a weak build. The man was still laughing but was calming down enough to get a few words in.

"Okay. You have to give me a minute." The Scientist gasped as he recovered from his laughing fit. "He hasn't let me out in weeks."

Once he recovered, he casually pulled up his purple pants, which were now too large for him, and tightened the strap around them. Then the man turned to the two heroes revealing his scruffy beard and brown eyes. The face of Hulk's alter ego, Dr. Bruce Banner.

The Gamma Scientist faced Hawkeye will a calm expression. "Now Agent Barton, tell me everything you know."

For the next few minutes Hawkeye explained everything he knew about what was happening, with Nova providing some information whenever Hawkeye was unclear on a few details. Bruce kept his neutral expression throughout the entire story, Nova could easily see the mental gears turning in his mind.

It was so wired, to think this man was once a giant green rage monster a few seconds ago, but now it was like he was a completely different person.

Once Hawkeye finished explaining everything to the Scientist, Bruce closed his eyes for a second as he absorbed all the information.

"It would appear that Leader used the first Gamma Dome as a beta test for the real one." He theories. "And from your explanation, this second dome is far more powerful than the former. If we are to stop his plans, we are going to need some better equipment."

"How exactly are we supposed to get better equipment in the middle of the woods?" Hawkeye asked skeptically.

"During my time on the run from the government, I set up several safe houses for me to conduct my research and lay low," Bruce explained as he walked passed the Archer. "We are not too far from one of them right now." He finished.

Bruce then stopped in front of Nova, the Gamma scientist looked up at the Cybertronian with a bit of curiosity. Nova knew that the scientist would be interested in his race, and why shouldn't he be? Cybertronians are living technology.

"It's nice to finally meet you in person. I'm Dr. Bruce Banner." Bruce said, holding out his hand to the Prime. Nova bent down to take the hand but had to be careful with how much strength he used.

"Likewise." Said Nova.

"Also if you want to turn back to normal it's ok. You can trust Agent Barton." Banner assured.

Nova looked at Hawkeye for a moment, who raised an eyebrow a the scientist's statement. Even though he technically displayed his human form, it was most obscured by his energy, also, while he did give the archer the benefit of the doubt, Nova didn't want to take the chance that his instincts could be wrong. But he trusted Banner, and if he said that Hawkeye was ok, then it's good enough for him.

Nova's body glowed a blue before shrinking down, flesh and blood replacing Energon and plating. In a brief moment, Nova was back in his human form of Nick. He trusted Bruce's word to let his guard down, and Hawkeye hasn't done anything for him to hide his identity.

Hawkeye looked the teen up and down, "So what are you?"

"Nick, Nick Prince, dad's an alien space god from another planet. Mom was human, you want to know anything else, we'll talk afterward." said Nick bluntly. Hawkeye only looked at Nick for a few more seconds before asking another question.

"How long have you been able to change bodies?"

"Two years since last month."

"How come I've never heard of you?"

"I lived in a different dimension being trained by my ancestors."

"Seriously?"

"Uh-hu."

"Cool."

"Excuse me," Bruce called out to the conversing heroes, who turned to see the Scientist standing behind Hawkeye's Skycycle. "The Cabin is on the other side of that mountain. If things are as bad as you say, we can't waste any more time."

Hawkeye and Nick looked at each other for a moment before giving themselves a mental slap on the forehead for getting distracted.

"Right, let's move." said Nick as his body began glowing and he began heading in the direction of where Bruce was pointing.

"Hey, just because I'm teaming up with you, doesn't mean you get to give me orders." Hawkeye stated.

"We'll talk about the chain of command later," said Nick as he began hovering in the air, "Let's just get to the cabin, get a cure, and save the Avengers. Okay?"

Hawkeye tapped his chin in thought, then shrugged. "Sure, but that's only if we survive this."

"Nice to see you being optimistic about this." Nick said.

* * *

 

**_Las Vegas_ **

Thor grunted as he was tossed to the floor once again after suffering a savage beating from the Abomination. While Ratchet's aid and Thor's godly strength and invulnerability made it hard for most to actually hurt him, the Abomination's already impressive strength was augmented by the Gamma Booster that was on his chest. Making the Gamma Villain countless times stronger than he originally was.

Weakly Thor pushed himself, with some help from Ratchet who was looking worse for wear, into a standing position and glared at the Leader, who had his back turned to him. Apparently the master mind was getting board of his 'Entertainment.' Thor needed to keep the Leaders attention on him and Ratchet; he needed to give Nicholas the opportunity to attack with Leader's guard down. He did recall the young hero mentioning that the best way to keep a villain attention is to get them to boast about their plan.

"You call yourself Leader, but what gives you the right to lead this world?" Thor questioned, trying to play to the Villains ego. "You defeat your enemies with trickery, with the strength of others. You have no honor."

At that moment Leader turned his head to the Prince of Thunder. "You wish me to talk? Fine. Why should I lead humanity? I am the most advanced mind the world has ever seen. I think on a level normal human beings cannot begin to comprehend. Look at this world, Asgardian. Mankind is on the brink of destruction. They need me."

Ratchet's optics narrowed at the statement, "You were not the first to believe that Leader, in fact, a former warlord had the intentions of creating a just society by way of freedom for all, but he changed so that everyone would bow to him. And do you know what happened in the end?" Leader turned his attention to the Autobot as the medic stood his ground, "He met his end and everything he fought for burned to the ground."

Thor agreed with the veteran and glared at the Leader, it made him sick to his stomach when one being, thought of himself as superior to others. That they were above all others and would smite anyone who gets in their path.

But what made it worst is that at one point in time, he himself thought that he was above everyone else. That as a god, he was above the mortals and that they were all beneath him. Had his father not stripped him of his powers and banished him to Midgard, he probably would have never understood the values of humanity. And that is something that he has vowed to protect from that day.

Thor felt Abominations massive claw grab his shoulder, but Ratchet reacted first and slugged the Gamma villain right in the jaw. The punch knocked Abomination's head back while Thor took his advantage and delivered a right hook to the beasts face with such a force that he was send flying to the other side of the room, denting the wall in the process. Abomination rubbed his head and glared at the Thunderer and Autobot, who raised their fists in a battle stance. Round two, had begun.

* * *

 

**_Banner's Cabin_ **

A few minutes later, the trio arrived at Bruce Banner's safe house. It was a cozy little cabin that was pretty much out of the way from everything. On the outside, it didn't look like much, but the inside was another story. The inside housed a makeshift laboratory, with the walls and shelf's lined with beakers filled with chemicals and other scientific instruments. The whole scene made Nick feel like he was in a bad Sci-Fi Movie.

Wasting no time, Bruce Banner walked up to on of the desks and powered up the Computer that was on in, after brushing off the layer of dust and proceeded to type a few commands into the old desktop.

Meanwhile, Nick and Hawkeye couldn't help but admire the impressive set up that the scientist had for himself.

"You did all this while you were on the run?" Hawkeye asked, barely hiding his admiration.

"Yes, and don't touch anything." Bruce didn't even turn away from his computer when he answered. The Gamma Scientist then stood up and began to work with a few chemicals that he had on the desk, mixing and measuring concoctions like it was second nature to him.

Nick watched Bruce as he worked, was still having trouble believing that this frail man before him was one of the strongest beings on the planet. His speech, behavior, and personality were nothing like the Hulks. While Hulk was loud, grumpy and a little dim, Bruce was calm, quiet and intelligent. It was almost like if Perceptor was able to turn into Grimlock, then you would have the Cybertronian version of the Hulk. But something bothered Nick: why did the Hulk turn into Bruce now and not before?

"Something on your mind?" Bruce asked, snapping Nick out of his thoughts. The teen Prime scratched the back of his head in embarrassment, not sure how to bring up someone split personality without being insensitive.

"Yes," answered Nick as he decided to come clean, "I am just curious as to how you're so different compared to the Hulk. I'm sorry if it's a hard topic for you to talk about."

"It's ok," Bruce replied casually, causing the Autobot to blink in surprise. "A lot of people have questions about my transformation onto the Hulk. You're one of the few people in the world that do not view him as a monster."

"You make it sound like he's a completely different person." Nick pointed out.

"Because he is," Bruce stated. Nick raised an eyebrow at this, as Banner continued. "The Hulk and I share the same body. But we are not the same person. We share this body and whenever I got angry, I turned into the Hulk and I would only turn back when he calmed done. Think of us like a literal Dr. Jekyll and Mr. Hyde.

At the start, the Hulk was nothing but rage. His only thought was to attack anything and everything near him. And during that time, I would blackout. Sometimes I would get images and memory flashes of what happened when Hulk was in control. But other than that, nothing."

"What was it like?" Nick asked leaning in, interested in what the scientist had to say. Even Hawkeye leaned in to hear.

"At first I agreed with everyone else, that the Hulk was a monster and needed to be contained. But unlike the Military, I wanted to cure the gamma in my system. Destroy the Hulk before he caused any more destruction. But then I learned that I did have a consciousness inside the Hulks mind. And after our first fight with Abomination in New York, Hulk and I left the city and I made my way to another safe house. There I practiced many forms meditation and I found a way for myself to communicate with Hulk while he's in control."

"That's how you knew who I was?" Nick asked. Bruce nodded as he placed the vile of liquid he was working on into a mixer.

"After I learned how to communicate with him, I was able to talk to him and influence him in a way. That's when I realized that the Hulk could be more than the monster people believe him to be. That he could be a force for good. That's why I convinced him to help you and the others fight Graviton."

"Hulk never mentioned that." said Nick.

"I'm not surprised." Bruce responded. "He doesn't really like me that much."

"I don't think he likes anyone, period." Hawkeye stated flatly.

Nick ignored Hawkeye's comment before he turned his attention to Bruce, "While this is all well and informative, but I'm wondering why I haven't seen you or spoke with you up until now? I recall you saying that you can turn back when the Hulk calms."

Bruce looked down, a solemn expression cast over his face. "In order to get the Hulk to help the Avengers, I made a deal with him. He agreed to help stop Graviton, but only if I gave him full control of the body. Stay the Hulk and never turn back to Banner."

Nick's expression narrowed; he couldn't believe that someone would give up control of their body. Granted it was for a noble cause but still, to be trapped inside your own body, unable to do anything but watch as life passed you by, a prisoner in you own body. Nick recalled something similar happening to Megatron during the war, while he may detest the war lord, to be trapped in your own body for the rest of your days...

"Bruce, that hardly is equal," stated Nick, causing Bruce to look up at him, "You are your own being, same as the Hulk. You have just as much right to experience life as the Hulk or anyone. Hulk has no authority or right to take that away from you."

"You don't understand…" Bruce started to say before Nick cut him off.

"No, I understand that it was for a good cause and we couldn't have won without Hulk. But that doesn't mean that you should be trapped inside while he lives free. There has to be a balance, a compromise."

Bruce looked at the teen and couldn't help but admire his spirit or courage. He really was unlike any person he and Hulk had encountered in the past. It was no mystery why Hulk considered him a friend. Even Hawkeye was impressed by the kid's speech, maybe there was some hope for the world after all.

A beeping from the mixer drew Banner's attention away from the conversation. Bruce sighed as he walked over to the machine.

"We'll have to put this conversation on hold for now," Bruce said as he removed the vial from the machine. He then looked back at the teen. "Thanks for your consideration, maybe you can talk to Hulk about this later. But for now, we have to stop Leader."

Nick nodded, making a mental note to have a serious talk with his big green friend when all this was over. He then addressed Hawkeye. "Your skycycle collected quite a bit of data about the gamma energy the dome was putting off."

Hawkeye simply shrugged as he nonchalantly gazed out the window. "SHIELD likes to be thorough." He replied. Then suddenly Bruce pulled out an injector gun, loaded with the serum he was working on and injected the liquid into Hawkeyes arm.

The Archer yelped in pain. "Ow! Hey! What'd you do that for?"

"I just inoculated you." Bruce casually replied. "That will temporarily protect you from the Leader's gamma energy."

Nick couldn't help but be impressed by the scientist. Not only was able to create a formula to help get the Avengers back to normal, he did it in only a few minutes, something that Tony or Hank would be incapable of. He could imagine Bruce getting along quite well with Ratchet.

Bruce then approached Nick, "I know your Cybertronian biology makes you immune to the effects of the Gamma Dome, but on the off chance that something may occur..."

"I understand." Nick nodded while the teen took off his jacket and raised his arm for the scientist. Bruce then injected the serum into Nick's arm after receiving the okay from the teen. The Prime felt a pinch in his arm before it faded. Nick rolled his arm to get the blood flowing before he placed his jacket back on, before giving a smile to the scientist as Bruce then walked over to a duffel bag on the table and started packing a few more items into it. Nick then frowned as he watched the Scientist with a sympathetic gaze. This man has been hunted for years, branded a fugitive and now he is finally working to save the world and he's trapped in his own body as his alter ego does it. Nick was going to have a long talk with Hulk after this.

"We're going to have to do some of this en route." Bruce said over his shoulder. "There's not much time. The longer people are exposed to the energy, the more likely the changes will become permanent."

He zipped up the bag and handed it to Hawkeye. "I've located the epicenter of the dome, that's where the Leader will be with the Gamma Energy Generator. That's what we have to destroy."

"Well, you've just got all the answers, don't you?" Hawkeye sarcastically stated as he shouldered the duffel. "So how are we going to get to the Leader?"

"The direct route." Bruce answered with a smile as his eye suddenly glowed green.

In a few short seconds Hulk, roared as he fully transformed. He then proceeded to grab Hawkeye and place him on his back. The Archer wrapped his arms around the green giant's neck as he launched himself through the roof of the cabin, into the sky.

"Let's ROLL OUT!" shouted Nick as he shot into the sky right after the jade giant and archer.

* * *

 

**_Las Vegas_ **

The fight between Thor, Ratchet, and Abomination was furious, the two bruisers were going at it full force while the medic provided support whenever the Thunderer needed it. However, despite his godly strength and power and Ratchet's experience, The Prince of Thunder was starting to feel fatigued and Ratchet was getting a little too damaged to keep fighting. In hind sight letting himself become a punching bag of an enhanced supervillain, may have been a bad idea on Thor's part.

Abomination unleashed another right hook to the Thunder Gods face, causing Thor to stagger back. He then unleashed another blow to Thor's face, making Thor grunt in pain as he dropped to his knee. Abomination stomped towards his opponent before Ratchet grabbed onto the monster's back and wrapped his arms around his throat. Abomination shook around, trying to get the Autobot off, however, this was a distraction for Thor to allow him to get to his feet and charge at the villain. Abomination's eyes widened when he saw Thor's fist heading right for his face and collided with the brute. Ratchet jumped off in time to allow the villain to go flying across the room and into the base of the Leader' control panel.

Leader barely batted an eye when Thor approached him. "You cannot win, you must know that." He casually stated.

"I disagree, villain." Thor countered as he held out his right hand. Thunder sounded outside the window as Thor's hammer smashed through it and into his awaiting hand.

"I played your game long enough to retrieve Mjolnir. And now your game is over!" Thor said with confidence. However, the moment he took one step, he found his movements restricted, as it seemed the floor itself had come alive and was now enveloping his body. Ratchet back up in surprise, not expecting the floor to morph like this.

"What manner of…" Thor said wide-eyed.

At that moment the Leader let an evil laugh escape from his mouth. "You feeble-minded fool! Of course, I wanted you to retrieve your hammer.  _I_  let you do it."

The moment he finished his statement the blobby mass surrounding Thor then flowed off him and then took the shape of a large muscular man in a white, sleeveless shirt and black pants.

"Nice hammer." The man said as his hand was still on the hammer. Suddenly the skin on his arms suddenly shifted into matching the same color of the hammer, the transformation continued until his entire body morphed into the same substance of Mjolnir.

"Now let me show you why they call me the Absorbing Man." Suddenly his eyes glowed red and his body began to crackle with the same lightning properties identical to Thor's hammer.

Thor's face adopted the rare expression of fear as the Leader once again chuckled, catching the Asgardian's attention.

"You asked what gives me the right to rule? Because no one can stop me." The Leader said, in malevolent glee.

Things immediately went bad for Thor and Ratchet after that. Absorbing Man morphed his hands onto a pair of hammers resembling Mjolnir and proceeded to strike Thor with a double hammer strike. Thor attempted to block the attacks but the force behind them was enough to send the Asgardian flying into the awaiting arms of Abomination. The Gamma Mutant wrapped his massive arms around the Prince of Thunder and proceeded to crush him with a bear hug. Absorbing Man then charged at Ratchet who had gotten into a combat stance, Absorbing Man tried throwing a punch, but Ratchet blocked it before sending a two punch combo to his face and punching him in the gut. This attack caught the villain off guard but was able to retaliate with a brutal uppercut.

Thor groaned as the air was squeezed out of him, the Abomination then released his grip and proceeded to swing Thor around by his cape and slam him into the floor with such a force that the steel tiles cracked. The Gamma Mutant then tossed the Prince of Thunder across the room where the Leader watched from his pedestal.

"In fourteen point seven hours, my Gamma Dome will have covered half the planet. In another eleven point four three hours, the entire world will be engulfed. Anyone within the Dome is mine to command."

Thor narrowed his eyes as he gritted his teeth at the Leader's words. However, before he could move, he noticed Absorbing Man fighting Ratchet, but the Autobot was holding ground incredibly well, but this minor distraction was enough to allow Abomination to sucker punch Thor. The prince was knocked to his knees.

"You have lost Asgardian." Leader boasted.

Thor growled at the Leaders comment and rose to his feet, gripping the handle of his hammer so hard that his knuckles turned white.

"NEVER!" Thor roared in defiance as he struck Abomination full force with his hammer, sending the Gamma Monster hurtling away. Absorbing Man saw his partner fly to the other side of the room. The mater-absorbing villain then tried to charge the Asgardian, but Ratchet tackled him through the window of the building, sending both medic and Gamma Villain plummeting to the streets below. The two impacted on the ground with the force of a small meteor.

Back with the Leader, the misogynistic villain was so used to hearing the sound of his own voice that he didn't care who was listening at this point.

"And without the Avengers, who is left to stand against me?"

No soon had he said that the roof behind him collapsed, scattering debris everywhere. Immediately after Hawkeye and Nova Prime descended into the room. Hawkeye landed on a piece of debris with and arrow drawn and aimed right at the Leader while Nova crashed down next to him, sword drawn. The blade crackled with electricity.

"You, with the head, freeze!" Hawkeye ordered pulling back his bowstring.

"Descriptive." commented Nova.

"Well, what are we supposed to call him?" asked Hawkeye glancing over at the Prime who just shrugged. A second later

Hulk jumped through the hole landing in front of the two heroes. Leader gave a slight grin at the sight of the Jade Giant.

"I knew you would come eventually, my old enemy." The Leader addressed the Hulk. "But you of all people must realize this is for the best. In Gamma World, no one will hunt you. No one will try and cure you. You'll be a king. Everyone who hated you, who attacked you, they will be you. Are you really going to try and stop me?"

Hawkeye looked at Hulk in suspicion while Noa remained passive. They knew that Hulk had been hunted his whole life being hunted by the government, constantly looking over his shoulder waiting for the next fight that he knew was coming. The promise of all that ending and living a quiet peaceful life would be extremely tempting for someone like him.

"No," Hulk responded, causing Hawkeye to look worried. Nova, however, didn't look the least bit concerned; he had faith in his friends and Hulk was no exception. "Not stop you… SMASH you!" Hulk finished, emphasizing his point by punching his fist into his palm. Hawkeye and Nova both smirked at the Hulk's statement.

The Leader gave a mock sigh as he tilted his head. "Disappointing, but not unexpected. Abomination."

On his order, the Gamma Monster leaped over the Leaders control tower and took the Hulk to the ground.

"You ready, animal?" Abomination snarled as he stood over the Hulk. "With the Leader's tech, I'm stronger than you. I'm smarter than you. And I am going to beat you to…"

He didn't get to finish his threat as Hulk raised both his feet and proceeded to buck the Abomination through the roof. Hulk roared as he got to his feet and leaped after the Gamma Villain, leaving Hawkeye, Thor (who had regrouped with the two), and Nova alone against the Leader and the Gamma Avengers.

"You two are either very brave or very stupid. You're vastly outnumbered and your Asgardian ally is barely standing as is." The Leader gestured to the Thunderer and the mutants surrounding them.

"That's okay." Hawkeye said as he drew a trick arrow with a different arrowhead to his usual arsenal. "I've got an arrow for each of you."

"You certain you two can hold them off?" Nova asked referring to his Gamma teammates.

Hawkeye gave the Prime a confident smirk. "Yeah, I can take 'em. You just take out Cucumber Brain over there so we can end this nightmare."

Nova nodded as his battle masked snapped shut and he sprinted at the Leader, deflecting a few shots from Gamma Wasp as he closed the gap between himself and the Leader. The villain saw the Prime, a small grin on his face.

"Ah, the Cybertronian." Addressed the Leader, "Quite the resume you have for yourself. The ability to change from an organic form to that of inorganic matter, and possessing powerful equipment as well. Quite impressive mechanics, I will enjoy examining your lifeless husk and the device you possess." The Villain stated.

"Cybertronian biology and technology shall remain as it is; a secret." stated Nova as he flipped his sword around in one hand while the blade crackled brighter.

The Leader chuckled from his platform in a sinister manner. "You simple minded fool. Do you really think I wouldn't have countermeasures in place for yourself? Even since I saw the footage of your prowess and immunity to my Gamma Dome, I knew that you would eventually arrive. So I had some insurance put in place for your arrival."

Suddenly, from the ceiling, a large figure dropped down in front of Nova. The Prime narrowed his optics as he saw the familiar form.

"I believe you are already acquainted with Agent Danvers?" The Leader asked rhetorically.

"We are." stated Nova in a neutral tone, though on the inside, he was flat out infuriated at the Leader; using someone he cares about as a weapon? That's wrong.

"Indeed, but during your first incursion of my Gamma Dome, I noticed that you defended Agent Danvers twenty-three point six seven percent more often than your other teammates. This leads me to infer that you care more about her than the others." continued Leader as he smugly folded his arms, "and this time, you won't be able to rely on others for assistance."

Mutant Carol roared as it charged right at Nova, claws raised as she attacked the Prime. However, Nova sidestepped the attack and shoved her aside, not wanting to hurt her. Mutant Carol spun around and leaped at Nova, but the Prime caught her and tossed her across the room. After he tossed her, Nova flipped open a panel on his right arm and pressed a few keys, he had no intention of using it, but it could provide a decent enough distraction.

Mutant Carol, snarled, not really appreciating being tossed around by the Prime. "Carol, I know you're in there." said Nova as he kept his blade down low in a sign that he didn't want to fight her.

The Leader chuckled from his control seat. "She cannot hear you, Nova. For someone as powerful as you are, my mental control is far beyond that of anything you have encountered, and your moral values to defend your allies will be your downfall."

"You are not the first villain to use the people I care about against me," said Nova as he held his ground, "and you will not be the last. But I do know this; you will fall this day."

Nova then charged at Mutant Carol, who roared and also charged before the clashed their hands against each other.

While the Autobot Avenger and Mutant SHIELD agent continued their fight on the lower levels, Leader turned his attention to the remaining pests within the room.

Hawkeye may not have any superpowers like Thor, but he more than made up for that disadvantage with his skill. He easily dodged each and every attack the Gamma Avenger threw at him. He first dodged a strike from Gamma Wasp, then proceeded to fire one of his new trick arrows at her. The arrow struck her in the center of her chest and stuck there like it was glued. The Archer then repeated this tactic until every Avenger had an arrow stuck to them. Thor mainly acted as a distraction since he was still recovering from the beating he received from Abomination.

All the while Leader watched his antics in confusion. "What do you think you are accomplishing?" the Gamma Villain questioned, "Your toys cannot hurt my creations."

Hawkeye merely smirked as he turned to face the Leader. "Yeah, I'm not a genius like you, so I found one. And he made me some new arrows." He said, holding up on of the mentioned arrows.

Suddenly the arrows attached to each of the Gamma Avengers began to glow as their bodies suddenly shifted back to their human forms. The arrow heads that Hawkeye fired at them contained an anti-gamma serum that was able to cure anyone of any gamma poisoning. However, as a side effect, those affected by the cure will remain unconscious for a few hours.

"His name is Bruce Banner. Maybe you've heard of him?" Hawkeye mocked as the last of the Gamma Avengers was cured.

"Indeed I have." Leader snarled. The Gamma Villain then pushed a large black button on his console. Suddenly a large glass dome folded over him and the metal tower folded away to reveal a large mechanized battle suit. With two legs and a large cannon at the end of each arm.

The Mecha suit stomped forward as Hawkeye's confident smile faded.

"Great." The Archer sighed, this might be a problem.

"Finally," said Thor as he raised his hammer at the new threat, "A challenge!"

Below them, Nova was still battling Mutant Carol, though he was mainly trying not to hurt her. While she may be enhanced thanks to the gamma radiation, that did not mean she was durable enough to take a full punch from the Prime. Mutant Carol kept swing her claws at Nova, the sharp tips just missing his chest by inches.

Till one slash caught his chest slightly, leaving small grooves in his armor. Nova grunted as he performed a side kick to knock Carol back.  _"Kid, you're not going to win if you keep pulling your punches!"_ said Micronus within Nova's mind. The Prime knew that the minicon was right. He couldn't let up just because he cared about Carol, if he didn't beat her and then the Leader, he wouldn't be able to save anyone.

Nova sighed as he looked at Carol with a sad expression, "Sorry about this Carol, this won't kill you," said Nova as he retracted his long sword before the Decepticon Hunter became a shock baton, "but this may leave a mark."

Mutant Carol roared and charged at Nova once more, but the Prime blocked her attack and swung his shock baton right into her stomach. The weapon's effects were immediate as electricity raced across her body, Mutant Carol roared in pain before passing out. Nova caught the SHIELD agent before she hit the ground.

Now with Carol down for the count, Nova turned his attention to the hole in the ceiling he and Carol created when they fought. Running over to the hole, after hearing the sound of laser cannons, he leaped up to the floor above to assist his allies.

Meanwhile, down on the streets below, Absorbing Man was fighting Ratchet. The matter-absorbing villain tried landing blow after blow on the Autobot, knocking him back once in a while, but the veteran easily countered the villain by dodging or blocking each attack before retaliating. But for some unknown reason, the villain couldn't help but feel the old alien wasn't really trying, and this was getting on his nerves.

"What's the matter?!" shouted Absorbing-Man as he swung his hammer again at Ratchet, only for the Autobot to dodge it, "You don't think I'm worth your time!"

"No, I'm just trying to find the right point." answered Ratchet ominously.

Absorbing Man gritted his teeth as he charged the Autobot, the medic's attitude and tone to their fit was getting on his last nerve. The villain pulled his left fist back and swung his left hammer at Ratchet, but the Autobot blocked the attack and jabbed Absorbing Man in his left arm. The villain tried grabbing the older being after pulling his arm back only to receive another hit that left his arm numb.

"That a tickle?" demanded Absorbing Man as he leaned to his left side.

"That was a nerve bundle in your deltoid," replied Ratchet while still holding his stance, "Might not have hurt, but you won't be moving that arm for a while."

The villain looked at his arm, seeing that the entire limb was completely limp, but that did not stop him as he rushed Ratchet, landing a right hook before back handing the Autobot across the face. He then grabbed Ratchet's helm and kneed him in the face. The Autobot stumbled back before was knocked right onto his back by an uppercut from Absorbing Man.

The villain then bent down and grabbed the doctor by his chest and lifted him up to his face. "You lose."

Ratchet only grit his denta as he slammed his helm into Absorbing Man's nose.

"This isn't a game!" shouted Ratchet as he charged at Absorbing Man as he tried to land a right, but the Autobot blocked the attack and shoved it aside and landed a left cross then a right before he grabbed the villain and threw him to the ground, "It's an operation."

Absorbing Man tried to punch the medic off, but his arm was grabbed by said medic. Ratchet manuvered himself so his right arm was in a hold, "And I'm the surgeon." With that, Ratchet dislocated Absorbing Man's arm, causing the villain scream in pain and kick his legs trying vainly to get out of the hold.

Ratchet now had one knee on Absorbing Man's chest as he punched the villain in the face before grabbing his leg and dislocating that to. Absorbing Man howled in pain, even in his days as a fighter, he never took this much punishment.

The Autobot was now crouched over the villain, landing blow after blow to his face till at last Absorbing Man was unconscious. With his enemy down and out, the medic got off him and fell back into a sitting position, huffing and puffing as he brushed some energon from his lips.

Back in the tower, Hawkeye was having difficulty dealing with the Leader. The Gamma Villain aimed his Mecha suits cannons as they fired green bolts of energy at the Archer. It was thanks to Hawkeyes years of training and skills that he was able to avoid them.

After dodging another bolt, Hawkeye drew and explosive an arrow from his quiver and fired it straight at the Leader. The projectile exploded on the Mechas cockpit, but as that smoke cleared, Hawkeye was disappointed to see that not only was the metal giant still standing, but the explosion didn't even leave a scratch on the armor. Hawkeye groaned as he dodged another volley of energy blasts.

"My genius cannot be defeated!" Leader gloated from inside the suit. "I've planned for every contingency!"

"Too bad you're such a lousy shot then, cucumber head." Hawkeye said as he charged forward, another arrow drawn. He then fired the arrow which collided with the Mecha suit. Electricity surged forth, causing the robotic battle suits movements to become sluggish for a brief moment. That moment was enough for Hawkeye to close the distance between him and Leader, in order for him to search for a weak point in the suit's armor. However there didn't seem to be one, at least there wasn't one he could exploit. He maybe a skilled fighter and arguably the best sharpshooter in the world, but even he knows when no amount of trick arrows will help him and Thor in this situation. He needed muscle, and with most of the Avengers out cold and the rest in their own brawls, he needed to find a way to level the playing field.

His musings were interrupted when Leaders suit fired a beam in front of his feet, knocking him off balance and sent him tumbling to the floor. Thor tried to attack, but was knocked away by one of the Mecha's arms. Hawkeye grunted as lifted his head in time to see the Leader standing over him with one of the cannons aimed right at him.

A slick, evil grin spread across Leaders face. "A valiant effort, Archer. But your luck has run out."

The cannon then charged up and fired. Hawkeye closed his eyes and waited for the impact. He felt the ground shack from the impact, but that was it. No heat, no pain, no stinging sensation. Nothing.

Cautiously, Hawkeye chanced a look with one eye, then both of them shot open in shock. Standing in front of him was Nova, his body smoking and the ground cracked. He just took a bullet for him.

Leader merely raised an eyebrow, though he would never admit it, he was also surprised to see the Prime standing in the way.

"Ow." said Nova as he dusted himself off and glared at the Leader.

"It would seem I miscalculated your affection for Agent Danvers," said the Leader as he shifted in his chair.

"Perhaps, but the needs of the many, outway the needs of the few." replied Nova as he extended his long sword. The blade erupted in a bright flash, electricity arced from the blade before Nova shot a large ray of lightning at the Mecha. The voltage behind the attack, left the electrical symbols in complete disarray. Leader snarled as he was forced to manually reboot the battle suit.

With his enemy preoccupied, Nova went over to Hawkeye to help him up just as Thor regrouped with them. "Can you continue?"

"Aye." replied Thor, nodding.

"Yeah, I'm good." Hawkeye replied as he noticed Leaders suit was starting to power up again. He looked back to the Prime. "So what's the plan, Genius?"

Nova looked off in thought before addressing both Thor and Hawkeye, quickly putting together a plan. Once he was done, Hawkeye and Thor nodded. At that moment Leader suit came back online and turned to face the heroes, a cannon aimed at each of them.

Hawkeye quickly pulled a grapple arrow from his quiver and fired a line through the hole in the roof Hulk had made. The line then retracted, pulling Hawkeye up through the hole, quickly followed by Thor, who flew up through the hole, while Nova leaped up thanks to his enhanced strength.

Leader yelled in frustration as he piloted his battle suit until it was directly under the hole. The soles of the suits boots ignited in a ragging inferno as the suits jet propulsion systems launched itself in pursued of the two heroes.

Meanwhile, on the roof, the two Gamma Bruisers where going full force. Hulk and Abomination slammed into each other, locking their hands as they tried to overpower one and other. Abomination was able to break the stalemate with a swift kick to Hulks stomach. Hulk grunted as he was forced back, but recovered enough to raise his arms to block a right hook from Abomination. The force behind the punch was enough to send Hulk skidding back a few meters.

Hulk growled and then charged at his opponent and delivered a powerful haymaker to the Gamma Mutant's face, stunning him. Hulk then delivered several more powerful punches before finishing his onslaught with a powerful uppercut sending Abomination flying across the roof.

Abomination grunted as he groggily pushed himself of the ground. Realizing that he was loosing this fight, Abomination decided it was time to pull out his trump card. Placing his right hand on the Gamma Booster on the left side of his chest, Abomination felt a rush of energy as the device drastically boosted the gamma in his system. This caused his muscles to grow and his already formidable strength to be greatly enhanced then it previously was. Not to mention it also added a few extra feet to his height, allowing the Gamma Mutant to finally look down at his enemy.

Hulk growled once more, completely unfazed by Abominations sudden growth and charged forward, cocking back his left fist before throwing a brutal punch. However, much to Hulks surprise, Abomination caught the fist without a problem. Hulk's eyes widened as Abomination reeled back his head and delivered a massive head-butt to Hulk's head, stunning the Gamma Hero, leaving him open for Abomination to deliver a haymaker to Hulks face. The force of the strike sent Hulk flying into the Gamma Generator, which he then proceeded to bounce off and fall to the floor, landing on his back.

Hulk ground as his vision came back into focus, only to see Abomination standing over him with his foot raised. Hulk reached out to catch the monsters foot. But due to Abominations enhanced strength, he easily pushed his foot down on Hulk's chest pinning him to the ground. Hulk growled, his anger growing by the second. "I'll always beat you, Hulk." Abomination said, triumphantly. "Do you hear me? I'm better than you in every way!"

Abomination expected Hulk to roar something back, or start fighting harder against him. Instead the Green Goliath smirked and glanced behind him.

"But I've got something you don't. Backup."

Abomination looked up to see Hawkeye aiming an anti gamma arrow at him. The Archer released his grip and the arrow flew straight into the Gamma Villain's forehead.

Instantly Abomination could feel the extra power being drained out of him. He tried reaching for the gamma booster once more, only for a bolt of electricity to strike the device, destroying it.

Abomination looked around to see Thor lowering his hammer and looking rather pleased with himself. Nova, who stood beside Thor, pointed to Abomination's left and the Gamma Monster turned to see a very enraged Hulk standing a few feet from him. Hulk roared as he charged Abomination once more and threw a powerful haymaker at the villain. The impact was so powerful that Abomination was sent flying of the top of the tower, over the Las Vegas skyline and far of into the distance, disappearing into the horizon.

Hawkeye and Nova stood in place, pretty shocked while Thor was more impressed. None of them had seen such a display of strength, well, except for Thor and Nova who had seen the Hulk fight it out against Graviton the day of the Break Out. But this was the first time either of them had seen the Hulk punch something hard enough to send it over the horizon.

Just then their musings were interrupted by a rumbling sound, followed by the whole roof top shaking. Hawkeye looked back and then leap away from the hole in the roof, just as Leaders Mecha suit blasted through. The four heroes gathered together as Leader stood a few meters from them.

"The three of you think you can defeat me?" The Leader said arrogantly. "I have already calculated a thousand ways to destroy you both."

Nova then saw something coming out of the sky, he smirked behind his mask, thankful that it made it. The Leader was about to fire one of his cannons, but the rumble of an engine drew his attention to an incoming projectile. The Gamma Villain's eyes widened when he saw a flying trailer heading right for him.

The trailer smashed directly into the Leader's Mecha suit like a freight train, effectively destroying the suit while the trailer remained undamaged.

Thor only frowned at the Leader's previous statement.

"Destroy? You do not know the meaning of the word, Leader." The Asgardian stated.

"I'm wagering that he did not factor that into his calculations." Nova quipped, earning a smirked from Hawkeye and a grunt from Hulk.

"You really want to hurt the Leader?" Hulk questioned as he walked away from the group. "This is how."

He then approached the Gamma Generator and grabbed it with both hands. The sound of groaning metal and tearing electrical wires was heard as Hulk tore the Generator of the building.

"No!" the Leader screamed. As he did the feedback energy caused the Leaders headband to malfunction, the resulting surge of energy caused the Leaders already unusually large head to grow and expand, making it resemble that of a head of cabbage rather than a cucumber.

Once the generator was completely wrenched free, Hulk gave a mighty roar as he tossed the Generator into the air at such speeds that Nova's enhanced vision led him to guess the generator had entered orbit.

Almost immediately the Gamma Dome disappeared. The green energy that threatened to engulf the world, dissipated. Leaving no trace of the toxic nightmare. All around the city and beyond, the people who were affected by the gamma energy were returning to normal, minus a few torn clothes here and there, just as the sun rose over the horizon.

Nova turned back to normal, his trailer remaining where it was while he and the others gathered around the defeated villain, who crawled a few meters before rolling onto his back, gazing up at Hulk.

"It would have been glorious." Leader mused. "I was creating the perfect world all in my image."

Hulk merely raised an eyebrow. "That's the problem. You're ugly."

Several hour later, a SHIELD response team came into the city and set up treatment camps to deal with anyone who was injured in the chaos of Gamma World. This time, Nick was helping out, making sure Ratchet was fine from his fight against Absorbing Man, but let's say he made more than a few people surprised by the state of which they found the villain. They rounded up all the Villains including the Leader and Absorbing Man. The only one unaccounted for was Abomination.

But something the teenage hero did have to deal with was preventing SHIELD from arresting Hawkeye. After saving the world with him, Nick momentarily forgot that Hawkeye was still considered as a criminal. It was only until Hulk threatened to smash them did they consider hearing the Archer's side of the story.

Another hour latter, a now normal Phil Coulson was reviewing the evidence that Hawkeye provided for him.

"Footage from your skycycle confirms your story. The Widow is working for Hydra. I sent agents to her location, but she was long gone."

"She's good, I'll give her that." Hawkeye admitted, crossing his arms over his chest, slightly annoyed that she got away.

"You're cleared, Hawkeye." Agent Coulson said, as he held his hand out to the Archer. "Your SHIELD special agent status will be reinstated."

Hawkeye gave the Agent an incredulous look. "You mean the same SHIELD that locked me up? Yeah, no thanks. I'm going after the Widow on my own."

He stood up and prepared to walk away, when Iron Man walked up to him. "Here's another option join us. Join the Avengers."

Hawkeye looked over the beaten up team, their suits and uniforms all torn from the effects of the mutation.

"I don't think so." Hawkeye said coldly. "Look how easily the Leader took you guys out. I'm better off on my own."

Hawkeye then turned around and walked past Thor, who then turned his attention to the Hulk, who just stood to the side with his usual scowl.

"And what of you?" The Asgardian asked the Jade Giant. "Will you walk away as well? You are indeed a noble warrior, Hulk one who has saved the Avengers, and now helped save the world. I would trust you with my life. Will you trust us?"

Hulk merely grunted as he looked away from Thor for a moment. He was still unsure about coming back to the team. But as he thought, he remembered how different his life was when he was with them. He wasn't chased everyday by the Hulkbusters, he wasn't moving from one place to the next and sure some of the others like Thor and Iron Man got on his nerves, but he also had a friend in Nick. Someone who didn't see him as a monster and who actually made an effort to be his friend, even when he tried to push him away.

Hulk reached down to his pocket and felt the PDA Nick gave him. He could have thrown it away at any point, but he kept it. And he was glad he did.

Looking over to where Hawkeye was marching away, the Gamma Hero grunted. "I'll stay if Cupid stays."

Hearing what Hulk said, Hawkeye immediately froze and swiftly turned around, marching straight back the Hulk.

"You want to go, jade jaws? Right here and now? Let's do this!" The Archer threatened, basically his own way of saying that he's in.

Iron Man merely watched the scene, raised an eyebrow. "Okay, this is going to be fun."

Nick was watching the scene unfold, a small smile formed on his lips as he finished checking Ratchet. The doctor thanked him before going over to help check the other's much to a few medical staff's dismay.

He was glad that Hulk was back and that he managed to get Hawkeye to stay. The guy deserved a second chance, not to mention he was a pretty cool dude, when he's not be a jerk.

His musings were interrupted when he felt someone punch him in the arm. Jumping in surprise he turned to see the smiling face of Carol Danvers.

"Hey, buckethead. Good job saving the world." complimented the SHIELD agent.

Nick could not help but smile as he rubbed his sore arm, only now realizing how tired he was.

"All in a days work, Carol." The teen hero said confidently. Carol rolled her eyes, but then Nick's expression turned serious. "I'm really glad your ok"

"Thanks." Carol responded, tucking a loose strain of hair behind her ear and diverting her gaze to try and hide the blush that was forming on her checks. For some reason she was having difficulty looking Nick in the eyes, making the teen hero curious.

"Carol, are you sure you ok?"

"Yes, I'm fine, Nick," She insisted, the blush on her face, intensifying. She then took a deep breath and forced herself to look at him, "Hey Nick, I don't remember much about what happened when the Gamma Dome hit us. But I do remember that after all this started, you were going to ask me something. What was it?"

Nick's eyes widened as he scratched the back of his head as the memory came back. He tried asking her out just before the dome hit. While he may have witnessed everyone he cared about be mutated, he did save them all regardless.

When he joined the Avengers, he knew he might be risking their lives with his status as Prime, but he knew they could take of themselves. Carol was a specially trained agent of a worldwide defense agency. He never thought he would come to care so much about them and he couldn't help but care a little more about one in particular.

While the other Prime's, minus Optimus and a few other, kinder, Primes, did not really approve of a romantic relationship, he was willing to make the risk.

"Oh, yeah.." said Nick as he scratched the back of his head, "I was wondering...if you would uh...like to get some lunch?"

Carol's expression brightened, was he actually asking her out? "Not-not on a date, just as friends." he then quickly added, failing to hide a tiny blush from forming.

"Uh-okay, yeah. I'd like that." agreed Carol with a smile. Nick nervously laughed while mentally kicking himself, he was a Prime, he was going to face zombies, Decepticons, villains, and the anti-Christ at some point. Why was asking someone he liked out making him uncomfortable?

"There's a Hard Rock Cafe nearby. I think they might still be open." said Carol as she gestured down the road. "I hope the place is still in one piece."

"Cool." said Nick as they began to walk down the street.

"And I don't want any argument. I'm buying this time." Carol said firmly, with a playful tone.

"Oh really. Why's that?" Nick asked.

"Because you saved my life a few times when we were in the Cube together. I never got a chance to thank you properly, so this is how I'm doing it."

Nick couldn't help but smile. Sure he still wasn't ready to open up to anyone yet. But as long as he had a good friend like Carol, it made things that much easier.

"Quick question: what was Ratchet's tagline?" asked Carol suddenly.

Before Nick could answer, they both heard a small crash behind them, causing both teens to turn around to see Janet had accidentally knocked over Ratchet's kit.

"Janet, I needed that!" exclaimed Ratchet in frustration. Nick snickered before looking at Carol.

"Guess I didn't need to say it." said Nick, causing Carol to laugh as the walked away from the scene.

* * *

 

**_Nevada Desert_ **

Deep in the middle of the scorching desert, the temperature was so high that even the native reptiles, scrambled to find shade or risk being overheated. However one scaly creature was having a little trouble finding a bit of shade.

The Abomination panted and he crawled on all fours across the dusty plain. He was beaten, exhausted and now dehydrated. Without the Leader, he wasn't sure how he would be able to make it on his own. He may be a monster, but before that he was a soldier. He needed a group to work with or he would just be picked off by the Avengers and put right back into prison along with the others.

He suddenly felt the winds shift as a shadow suddenly appeared in front of him. Looking up, Abomination came face to face with Baron Zemo. Accompanying the former HYDRA leader was Enchantress, Executioner, Shockwave, and two others Abomination didn't recognize.

One was a being clad in a large, dark red suit of high tech armor. It had a large glass dome over his head, with a helmet that contained a white V shaped visor. This was Crimson Dynamo, a supervillain that was imprisoned in the Vault.

Next to him was what looked like a man, only he's entire body was purple, with purple smoke flowing off his shoulders. He eyes were red, but other than that he looked like an average human. He was called Wonder Man.

Baron Zemo looked down at Abomination, standing tall and proud at the head of the group.

"Hello, Mister Blonsky."

**_To Be Continued_ **


	10. Masters of Evil

**_Chapter 10: Masters of Evil_ **

It was a pretty normal day in New York City. The sun was shining, the street bustled with activity as people went on with their day to day lives. And with no crimes or any super villain threats, it was a day for heroes to just be normal people. Something that Nick was certainly happy about.

When he joined the Avengers, he felt like he was always on duty, being a Prime from day in day out. Despite always willing to help others and fight villains, he was still an eighteen-year-old boy so he needed some time to relax, something the Primes were okay with. Today was no exception. It had been almost a week since the Gamma Dome incident, and from that point on, the scare of being mutated into Gamma monsters seemed to have made every villain in the world go to ground, laying low until the heat died down. While that would make it difficult for the Avengers to continue their mission to track down the escaped villains, it did give the team some much-needed rest and would allow the new members to get settled in.

As of right now, Nick was sitting at a cafe, having a latte with someone he may be falling for. That person who sat across from him was Carol Danvers, wearing her civilian clothing. A black shirt underneath a brown jacket with her signature scarf wrapped around her neck, she also wore a simple pair of jeans and black boots. Nick couldn't deny that it was a nice change from her usual SHIELD uniform. Since the fight within the Gamma Dome, Nick and Carol have been spending a lot more time together. Whenever Nick got some time to himself, or Carol was off shift, the two teens would get together and hang out. Nothing romantic like that, just two friends spending time together. Or, at least try to since Nick didn't have a secret identity, he ran the risk of being cornered by some reporters or fangirls. But things were looking pretty quiet today.

While they were hanging, the two teens would talk about various things. Nick would tell her about the Autobots' past missions on Earth and Cybertron as well as his experiences on Cybertron he had himself. Carol would tell Nick some of her missions for SHIELD, the ones that weren't classified. Right now, Carol was listening to Nick's current story intently, while she drank from her own coffee.

"So you went to your first bar on Cybertron?" asked the SHIELD giddily.

"Yeah," Nick remembered that day. "It was pretty awesome, like the cantina from A New Hope, only robotic and way cooler.

"So what did you do there?" asked Carol, leaning in closer to hear the next part.

"Well, after I arrived there with Jazz, he thought it would be fun to introduce me to a few of his old friends," replied Nick as recalled that day, "I met Bumblebee, Smokescreen, Wheeljack, and Cliffjumper. Everything was going alright till I bump into some bot by mistake and spill his drink. I was about to apologize when I saw who it was."

"Who was it?" asked Carol earnestly.

"It happened to be Predaking," answered Nick, earning a gasp from Carol. Nick had told her about the Predacon, how dangerous he really was and just how difficult it was to even hurt him, "Predaking was understandably mad and demanded I buy him a new drink. I was about to when Wheeljack, who had a few too many, got into an argument with the Predacon. Long story short, that was my first time in a bar brawl."

Carol's jaw dropped as she took in the information. "So not only did you go to space and go to an alien bar, you got to have a bar fight on a different planet as well? That is so awesome."

Nick grinned as he leaned back in his chair, "I know, but it was Wheeljack's fault for the fight because I think he threw the first punch, then I was dragged into the fight and we ended up trashing the entire place," Nick stopped for a moment to have a sip of his latte, "So afterwards, the Elite Guard shows up, Predaking is let off with a warning since he is the leader of the Predacons on Cybertron. Wheeljack was court marshaled, again. Myself, well, I got to meet Ultra Magnus and explain everything about my status as a Prime to him and asked him to keep it a secret. At first, I thought he was going to tell the council. Everything was looking that way, till he said that what happened was nothing more than an accident, and I think he smiled."

Carol's jaw dropped, "He smiled?!" she gasped in shock.

Nick nodded as he leaned forward, "I can't be sure, I mean, it was like the Mona Lisa smile, you can't tell if it's a smirk or a smile. That's how faint it was. Anyway, after that, I decided to meet back up with Jazz, who was looking a little proud of himself."

"As it turns out, he told the members of Team Prime about my status as a Prime." picked up Nick as he narrowed his eyes at the memory.

Carol's eyes also narrowed, she had met Jazz a few times, finding the Autobot's attitude a little annoying that he was always in a calm demeanor.

"And then?"

"Well, I had a little chat with Jazz afterward, and let's just say, he hasn't forgotten it yet." answered Nick while a small, devious small crossed his lips.

"You beat him up?"

"No," said Nick as he shifted in his seat, "I just gave him the mother of all lectures. And let me tell you, having the wisdom of the Prime's means you can go on for a while about what's morally right and wrong."

Carol shook her head, grinning. "You sure have the craziest adventures."

"Yeah, yeah I did on Cybertron," said Nick with a bit of nostalgia, "but that was normal compared to some of the missions team Prime had. They worked together to beat the Decepticons day in and day out, heck, they even saved the whole universe on one occasion."

"That sounds like a bit of an over exaggeration?" Carol stated incredulously.

"Nope, they actually saved the universe and Earth on the same day."

"Sure, whatever you say, bucket head." Carol sarcastically replied.

Nick groaned, he knew that she wouldn't believe him without proof, plus he didn't want to in any way inform SHIELD that the Earth's core is actually Unicron. So he decided to switch topics. "So Carol, exactly what made you want to become a SHIELD agent?"

Carol raised an eyebrow at the question. "Going into the personal stuff, huh? And you told everyone this wasn't a date."

"It's a perfectly normal question to ask someone," Nick defended, "Why can't a friend ask another friend about their work?"

"Fair enough," Carol said, as she took another sip from her drink. "I guess it all started with my father…"

"Issues with your dad," said Nick as he cut in, "I can relate, and trust me, it explains a little bit about you."

"What's that supposed to mean?"

Nick shifted in his seat, seeing how it came out a bit more in criticism rather than just a comment, "I didn't mean anything rude by it, it's just explains why you head into a fight and take on enemies much stronger than you. How you become very defensive whenever some guy tells you to stand back. Also, why you snap at me whenever I try to do something a nice guy would do for a girl." explained Nick.

Carol's eyes narrowed as she crossed her arms and looked away from the Prime. Nick didn't stop but remained firm. "You think that just cause you're a girl you have to keep proving yourself? You've saved my life and you were able to take on a supercharged Gamma mutant for a short time." Nick then leaned forward and gave Carol and kind but hard look. "You don't have to prove yourself to anyone, Carol. Especially to me, I already respect you and if other people don't see that, then that's their problem."

Carol's expression softened slightly, no one had ever said anything like that to her, especially a boy. Nick was certainly different than anyone she'd ever met.

After a few moments, Carol let out a long sigh as she dropped her arms and faced Nick. "I'm sorry. But growing up in my house, my father was really old fashioned. He believed that women should only do things like stay home and do household chores. When it came to sending his kids to College, he chose my older brother, even though I had much better grades." She paused to compose herself, her temper rising. She took a few deep breaths before she continued. "After that, I did everything I could too prove that I could do anything as good as or even better than any man. Eventually my skills caught SHIELDs attention and I was approached by an agent to be recruited, and with my above average credit score; I was able to join cause you usually need a college degree in order to sign up. So of course I jumped at the opportunity to make my own way in life. Something my dad was not to happy about."

Nick listened intently to Carol’s story, he never knew that she'd gone through that much. He hated when people were treated badly for the dumbest reasons, like color or gender. In his eyes, if everyone is willing to stand up and do what's right, then they're all equals.

But then he remembered something that Carol said. "You said having a college degree is how people 'Usually' join SHIELD. Does that mean there are other ways to get in?"

"Having powers certainly helped your chances." Carol stated with a smirk on her lips. "But also having certain skills and accomplishments under your belt is the most common one. Hawkeye and Black Widow, were two of the best and they didn't have degrees."

"Actually no, one was betrayed by his partner and imprisoned for something he didn't do. The other was actually a HYDRA agent that infiltrated you all and played you all." Nick disputed, already knowing what Carol was about to say. Part of her mission to spy on him was to try and sway him into working for SHIELD.

Carol, grumbled and scratched the back of her head. "Yeah, that doesn't really make SHIELD look good. But trust me, SHIELD has done a lot of good for the world and we help people around the world. I know Fury and Coulson can be a little tough to deal with. But-"

Her sentence was cut off by a sudden beeping noise. She and Nick quickly realized that the sound was coming from the Prime's pocket. Reaching in, he pulled out the source of the sound, his Avengers I.D card.

Sighing at his bad luck, Nick pushed the button on the side of the card and the screen turned on the show the face of Wasp.

"Hey, Whirlwind is tearing up the shopping district downtown. You wanna come over to take him down?" Wasp asked.

Nick raised an eyebrow in suspicion. Wasp didn't even ask how he was or tease him about hanging out with Carol. But then again, Wasp told him about how she took down Whirlwind before. Maybe she was just really serious about catching him. But then again…

"You need my help to take down Whirlwind? I thought you took him down without a problem the first time?" he asked suspiciously

"Come on, it'll be fun. Do you really want to pass up a chance to take down a bad guy?" Wasp said, persuasively.

Nick sighed, he really needed to work on a way to say no to that woman. "I'll be there as fast as I can." He said before hanging up.

Nick looked at Carol, who had a disappointed look on her face. "Sorry about this." He apologized.

"No, it's ok." Carol responded holding up her hand. "You're an Avenger, it's to be expected. Like you say, time to Roll Out." She then gave the teen hero a playful wink.

"That's my line." mumbled Nick as he picked up his jacket and put it on. "When I'm done, would you like to meet up again some other time?"

"Yeah," agreed Carol as she saw the hero leave, "Punch that windbag in the mouth for me."

"You got it." said Nick while he gave her a two fingered salute and left the cafe. Once outside, he broke into a job before his body glowed and he transformed into Nova.

"Time to Roll Out!" Nova transformed into his semi truck mode and roared down the street. Ever since he came to New York as an Avenger, the civilians had become used to seeing the white and gold semi driving down the streets, chasing down thugs or defeating bad guys. At first, a few people did not really approve of the Prime doing all this, but he quickly became, possibly, the most popular hero in New York.

Nova peeled down the streets, weaving through traffic for a few minutes till he arrived at the coordinates Wasp had given him. An abandoned construction site, the heroine in question was standing in the center of the site, full sized and was just casually standing still.

Nova transformed and performed a roll to steady himself as he stood up at full height and walked into the site. "Wasp, I received your message. Where is Whirlwind?"

Instead of answering in her usual quirky, fun-loving attitude, Wasp simply stood motionless in front of the hero, staring at him.

"Wasp? Janet?" asked Nick as he stood a few paces away from her, "Are you feeling alright?"

Nova's optics narrowed as his battle mask snapped shut. In a flash, his rifle was in his hands and Nova was aiming right at 'Wasp' when a green mist appeared at her feet. The mist moved up the length of her body, transforming herself into the very attractive but just as deadly form of the Enchantress.

"Amora," snarled Nova as he kept his aim fixed on her, "What is the meaning of this? Where is Wasp?"

Suddenly the roaring sound of jets caught his attention as he turned just in time to see Crimson Dynamo land right behind him. Out of the corner of his optic to his right, Nova turned to see an Axe blade appear out of nowhere and cut open a portal for Executioner to step through. Shaking from behind the teen hero made Nova turn around to see Wonder Man, had grown several stories tall, walk up from his right. An engine drew Nova's attention and he looked to the right of Enchantress to see Shockwave's tank mode roll up before transforming to stand next to her. Nova backed up slightly only to bump into something hard and rough, he turned to come face to face with a very angry looking Abomination.

Nova moved back to the middle of the ring of villains, constantly changing his target to make sure all of them were in his sight. From the shadows on Amora's left, the final member of the group of villains appeared: Baron Zemo.

"The Wasp's fate is the least of your worries Prime." Said Zemo as he drew his sword, prompting the other villains to get into a battle stance.

This was pretty bad, even in the realm of the Primes, Nova never fought so many enemies, all with different powers at once. He couldn't beat them with just strength, leaving only one option: he needed to outsmart and out maneuver them.

And he already had a plan.

Nova's combat instincts were in overdrive, finely honed till they were nearly perfect thanks to Micronus. One instinct told him Abomination would make the first move and he was correct. The villain charged forward and pulled back his right fist. Nova dove to the side to avoid the massive limb before spinning left to evade a vertical slash from Executioner.

Nova stood between two support beams of the building being constructed. Abomination charged right at the Prime and threw a left hook at him, but ended punching the support beam when Nova dodged. The punch made the beam bend at an angle, causing the structure to groan.

Nova instantly took aim and fired an incendiary round at Abomination, causing him to stumble back when it exploded with the villain. Nova ducked under a slash from the Executioner's axe and retaliated with another shot to the Asgardian bruiser. While it did leave a scorch mark on the Asgardian, it did little to harm but instead, just made Executioner more annoyed. The villain raised his axe once more and swung down at the hero, but Nova dodged again, revealing a support beam behind him. The weapon cleaved right through the metal like it was nothing.

Nova jumped back from the building, and though his battle mask hid it, he sported a small smirk. The two bruisers eyes widened as the sound of groaning metal filled their ears. Dust dropped down in front of them as Abomination and Executioner looked up to see the building shake above them. Reacting too late, the two bruisers were buried under debris as the building collapsed on top of them.

His minor victory was short lived when a mystical blast shot his rifle from his hands. Nova turned to see Enchantress and Wonder Man getting ready to fire again at the Prime. Nova pulled out his Decepticon Hunter and extended the long sword just as the two villains began to open fire. Thanks to his training, Nova was able to deflect the blasts of energy with his sword kinda like a Jedi. Nov kept this up for a minute till he leaned to the side to allow an Ionic beam from Wonder Man to strike a pile of concrete mix bags. The result was a giant cloud of dust that completely clouded the area, obscuring the villain's vision, Crimson Dynamo tried to locate his target, but with his visuals down, he had to switch to his scanners. The second he did that, his motion sensors went off as it showed his target was right behind him and closing fast.

Just then an electrical current coursed into his armor, while he designed the suit to be able to resist electrical discharges, his systems could still be stunned long enough for Nova to get a signal out without Dynamo detecting it.

When the dust began to settle, Nova was able to discern the figures of Wonder Man and Enchantress. Aiming his sword at them, Nova fired a beam of lighting at both villains. Enchantress saw the beam first and teleported out of the way, Wonder Man, on the other hand, was not so lucky as he received the full power of the Lightning. The resulting charge was enough to put the Ionic villain out of the fight for now.

Nova saw the Crimson Dynamo was able to reboot his systems from the electrical surge and was now bearing down on him along with Shockwave. Putting away his sword, Nova grabbed to stray pieces of steel rebar and held them like batons. Both enemies began attacking Nova, the Prime blocking their strikes and then countering with his own. He switched from one villain to the other, constantly blocking and striking the villains till he jumped back to allow a shot from Enchantress to strike the ground in front of him.

At this point, Nova was getting very tired and was now lagging. Nova performed a double fisted uppercut that caught Shockwave in his chin (does Shockwave have a chin?), sending the Decepticon stumbling back, but this left him vulnerable to a blast of energy from Enchantress that struck him right in the face. Crimson Dynamo grabbed Nova by the back of his head, but the Prime elbowed the glass dome that shielded the villain's head from attacks and shattered it. This did not stop him as he fired a dozen shots into Nova's right abdomen. The Prime was able to get out of the hold, but he was left vulnerable to another attack from Enchantress who shot another blast of energy at his chest.

In retaliation, Nova head butted the witch and tried to roll out of the way, but Shockwave caught the Prime and threw him over his shoulder, smashing a concrete pillar in the process. The Prime grunted in pain as he got back to his feet, just in time to see Shockwave take a step into a tornado kick that caught the Prime on the side of the head. Nova's battle mask shattered as he stumbled further back. Nova was barely standing now, taking a single rocket from Crimson Dynamo and a barrage of bullets. Shockwave snuck up behind Nova and elbowed him in the face with his left elbow before turning around and firing a point-blank Hyper Flux Cannon shot directly into Nova's chest.

The Prime flew through the air and slammed into a concrete wall, crying out in pain as he turned back to human. The ordeal of the battle had drained him physically as well as mentally. He couldn't keep himself in his Cybertronian form anymore. Just then, Nick felt his arms pinned above his head, looking up, he saw a green mist swirling around his wrists. Looking forward, he saw Enchantress teleport right in front of him with a worrying grin on her lips. What happened next would shock Nick for the rest of his week. Amora took hold of Nova's face and pressed her lips against his. Nick's eyes widened in absolute surprise as he felt Amora kiss him with an unbelievable amount of lust.

The world around Nick began to turn hazy, his eyes barely able to keep open as he couldn't fight back. In a few seconds, Nick fell unconscious. Amora smiled as she bit Nick's lower lip playfully as she let the young adult fall to the ground.

"Well done Amora," said Zemo as he approached the witch, along with Dynamo and Shockwave.

"Your method is unorthodox," stated Shockwave coldly, "but effective."

Amora giggled happily to herself as she looked down at Nick. The other villains gathered around the Prime, all sporting sinister grins, except for Shockwave.

* * *

 

In the last few weeks, a lot had changed for the Avengers. Sure they put more villains away and saved the world, but that's a regular week for any superhero team. The notable changes were to the team itself, with the return of Hulk and the addition on Black Panther and Hawkeye, the team was starting to make a real difference in the eyes of the world. But with everything that had happened the team hadn't really broadcasted that fact that Panther and Hawkeye were official members. Something that Hawkeye was actually happy about.

Since joining the team, Hawkeye was a little guarded and jumpy around the other members. Aside from Nick and Hulk, Hawkeye didn't really feel that he could trust anyone, after what Black Widow did to him. But through time, Hawkeye started to lower his defenses around the others, more specifically Black Panther. Since the two had joined the team days apart from each other, the Wakandan King and Archer bonded over the fact that they were both the new guys. And that bond eventually grew to mutual trust after the two of them teamed up and took down the super villainess known as Whiplash. After that, the two became fast friends.

Currently, the two were talking together on top of a skyscraper. More specifically Hawkeye was talking while Black Panther was sitting cross-legged on the floor, underneath a large tree that had been planted on the roof. The Wakandan King was out of his suit and instead was wearing traditional Wakandan clothes. In front of him were two pots, one filled with a special herb that grew from the tree he was under, and he used the other bowl to grind up the herbs for some yet-to-be–revealed purpose. T'Challa grabbed another handful of herbs and dropped them into his bowl to grind while he listened to Hawkeyes current rant.

"Okay, so listen. You realize the Avengers are a complete disaster, right?" Hawkeye asked his friend, who remained silent. "Iron-Man is completely unqualified to lead a team like this. Thor is crazy. The Hulk is a bomb waiting to go off. Ant-Man couldn't be less interested in taking down bad guys. And Wasp belongs on the party circuit. Not in law enforcement."

"You forgot Captain America, Nick, Jazz, Grimlock, and Ratchet." pointed out T'Challa.

But still the cat-themed hero had a point. "Captain America is… well… Captain America. The guy is one of the reasons I joined SHIELD in the first place. Jazz, Ratchet, and Grimlock has all been in a war so they know what they're doing. And Nick… well, the kid got thrown back into this crazy world with nothing but the clothes on his back and a few gadgets. He maybe just a kid, but he's been trained by guys who've gone through more than most of us ever will."

Hawkeye then turned to T'Challa, who still continued to grinned up his plants. The Archer rolled his eyes and walked over the edge of the rooftop overlooking the city. "And then, there's you, you're a king. Sitting here in your… your… What is this place anyway?"

"The Wakandan Embassy." T'Challa answered, throwing some more herbs into the bowl.

Hawkeye sighed in annoyance. "An embassy for crying out loud. What do you care about the Avengers? Are you bored?" he asked as he walked up to where T'Challa was sitting, then proceeded to dip his finger into the paste that the Wakandan King had made and put the plant matter into his mouth to try this special food that he was making. However the second he started savoring the flavor, Hawkeyes adopted an expression of disgust as he quickly spat the horrid tasting food out of his mouth.

"You eat that? What is it?" Hawkeye asked as he tried to wipe away the taste with his sleeve.

"The juices of the heart shaped herb enhance the senses of the kings of the Panther Tribe," T'Challa explained to his arrogant friend. "And in point of fact, it is applied to the skin. And a lethal poison to those who are not of the royal line."

Upon hearing that, Hawkeye's eyes widened in shock as he gasped while his hand covered his throat. In a state of panic, the Archer quickly ran over to one of the decorative fountains and stuck his head under it, desperately trying to wash the poison out of his mouth.

T'Challa simply remained sitting under his tree and allowed a small grin to cross his face as he watched the Archer's humorous antics. Another advantage of remaining quite, not only does it give him an advantage on his enemies, but no one can tell whether he's serious or joking. However, his smile faltered when a familiar beeping sounded out from his pocket. It seemed that his quite day was about to get very loud.

* * *

 

Night fell over the city that never sleeps and the inhabitants of Avengers Mansion were no acceptation to that rule. Inside his workshop, Iron Man worked tirelessly on his armors. Since becoming Iron Man, Tony had put a lot of work into his armors. Improving them, making them better with each new model he created. Currently, he had three armors stored at the Mansion and several more at Stark Tower. With so many villains in the world and his painful encounter with Wonder Man, Tony wanted to make sure that he was never too far away from his armors in case he needed to suit up.

Right now he was working on a way to increase the speed in the armors assembly chambers, so he'd be able to assemble his armors faster than previous times. He was only wearing the undersuit of his armor with and armor gauntlet on his right arm. He didn't want to keep turning to see JARVIS's holographic displays to check the diagnostic, so he used the display in the gauntlet to solve that problem.

"No, no, no, the suits have to be in an expandable array." The billionaire told the AI as he worked on the chamber. Interchangeable, too. So I can have any suit at any time, in seconds."

"You only have three suits, sir." JARVIS pointed out.

Tony just rolled his eye. "Sure, now, but what if… Why are you arguing with me? Just reconfigure it." He ordered before returning to work.

"Mansion update. Avenger ID, Wasp, accepted."

"Oh, good. Jan would want me to have more suits. Maybe you'll do what she says." Tony said deadpanned,

"Van Dyne is not… is not…" The AI usual speech was suddenly cut off by the sound of static as if someone was messing with his systems.

"JARVIS?" Tony raised an eyebrow at the sudden malfunction in his butler's voice.

"Catastrophic system error." The AI reported over the static before the sound of him powering down was heard.

Tony's mind immediately went on alert, if JARVIS was shutting down, that can only mean that someone has infiltrated the mansion. His hunch was proven right when a large shadow appeared behind him. Tony turned just in time to see a massive armored fist heading straight towards him. The billionaire dodged to the side, causing the assailant to hit the armor chamber instead, easily destroying it.

The genius billionaire looked up to see the towering figure of Crimson Dynamo standing over him. Tony immediately raised his right arm and the gauntlet charged up a repulsor ray. But before he could fire, the hilt of a sword was rammed into the Iron Avengers head, knocking him to the ground in a heap. Tony could barely register the pain he was in, when the cool metal of Dynamos armored fist, wrapped around Tony's head. The armored villain lifted his enemy of the ground and began to squeeze. Tony cried in pain as the pressure around his skull built up to the point that he could actually feel his heart being in his head.

Crimson Dynamo, smiled under his helmet. The moment he's always wanted, Iron Man crush by his own hand was about to become a reality. However before he could end Starks life, Baron Zemo stepped forward.

"No, Dynamo. Not yet."

The Armored villain narrowed his eyes at the Baron, while he did promise the fall of the Avengers and that he would get his revenge. He did not like the fact that he couldn't just take his revenge now. But Zemo's plan had so far been a success. Begrudgingly, Crimson Dynamo lessened the pressure on Tony's head, just enough so that the man's head was no longer in danger of being crushed. The villain then tossed the armorless Iron Man into the wall with enough force to knock him out. The Iron Avenger then fell to the floor unconscious.

* * *

 

Elsewhere in the upper level of the Mansion, Hulk was casually watching TV from his position on the couch. The Jade Giant groaned as a commercial for Dog Food was currently playing, as he grabbed a handful of snacks from his bowl.

"Ugh, stupid commercials." Hulk grunted as he shoveled the food into his mouth.

He watched the advertisement as it showed a dog, happily eating the food put in front of it. Then its master stepped into the shot and knelt down to pet her animal companion. However as the camera panned up, it revealed the Enchantress stroking the animal as her wicked eyes turned to the Hulk.

"Hello again, monster." She said in a teasing manner.

Hulk almost choked on his food at the sight of the Sorceress. Ever since her little mind game, she played on him, the mere mention of the Enchantress left a bitter taste in Hulk's mouth. Seeing her on screen was enough to send the Gamma Hero into a fit of rage. Hulk immediately picked up the couch and hurled it at the Television, destroying the screen and leaving the furniture piece embedded in the wall like a dart.

Hulk roared in anger, but his focus on the Enchantress left him blind to Abomination, who snuck up behind him and wrapped his massive arms around Hulk, effectively restraining him. Hulk struggle in a feeble attempt to free himself. But as he did, Enchantress appeared in a puff of green smoke and then with a wave of her arm, a circular portal opened up in front of the Gamma Monsters.

Pulling together what strength he had, Hulk push his arms outward and managed to break free of Abominations grip. However, this accomplishment was short lived as the gamma bruiser delivered a powerful blow to the Hulk's back with enough force to send the Strongest One There Is, flying through the portal.

The first thing Hulk remembers after passing through that portal was cold. Sub-zero, freezing, cold. Like he was locked in a freezer with a giant block of ice. Hulk pushed himself to his feet and checked out his surroundings and saw that he was, in fact, surrounded by snow. Miles of snow and ice, along with snow-capped mountains surrounded the green giant. At first, he thought that the Enchantress had simply sent him into the mountains like the Rocky's or the Himalayas. But that theory quickly faded when the earth trembled beneath him and a large shadow passed over him. Hulk turned to see the titanic figures of two armed and very angry looking Frost Giants, both standing over sixty feet in height. Hulk looked up in awe at the giants, but then his amazement quickly turned into a sneer. They wanted a fight, and Hulk was itching for something to smash.

* * *

 

Back in the mansion, Captain America was spending, yet another session in the training room. Even though Cap had been dubbed as the Man Out of Time, he was quickly adjusting to life in modern times. Tony and Ratchet had taken the time to bring Steve up with all the things he's missed. While there were something's that the Sentinel of Liberty couldn't get a grasp on like Space Travel and Bluetooth, he was able to quickly understand vehicle operation as he was able to easily learn how to pilot the Quinjet and has grown accustomed to modern technology in his life. He found the Internet particularly helpful, however, he couldn't understand why people posted so many videos and photos of cats with grammatically incorrect phrases.

Currently, the Super Soldier was running his course, leaping over a trapdoor that opened up in front of him, containing razor sharp spikes at the bottom. He then rounded another corner, which resulted in a missile platform being deployed at the end of the hall. It then proceeded to fire a salvo of explosive warheads, which were met by the impervious might of the Captain's shield. The Super Soldier then tossed his signature tool at the turret, effectively slicing right through the steel like it was paper, resulting in its destruction.

Once the shield returned to its owner, Captain America smiled as he admired his handiwork when suddenly the lights in the room went out. Confused, Captain America looked up to the ceiling, wondering if this was a power outage or someone was playing a joke on him.

"Tony?" Captain America called out. However, the being that answered wasn't the Armored Avenger. Instead, a response came from a giant axe blade that pierced through the darkness. It would have decapitated the Super Soldier had he not ducked under the blade in motion. Captain America then ran to the nearest wall and jumped onto it, he then proceeded to use it as a springboard to launch himself at his attacker, his shield raised in front of him, making him an airborne battering ram. The Super Soldier rammed into the shrouded form of the Executioner, knocking the Asgardian bruiser off his feet and into the wall, denting it in the process.

Captain America then heard the sound of heavy footsteps, walking towards him. With the aid of his heightened senses, Cap threw his shield at the second target, however much to his surprise, the unknown being caught his shield.

"Your attempt was futile and illogical." Stated Shockwave as his single eye bore into Captain America. Captain America was so stunned by the scientists' reflexes that he was too late to see Wonder Man, as the energy being flew into him and grabbed the Super Soldier by the shoulders and forced him into the wall at the end of the corridor. Captain America dropped to the floor, stunned from the attack. But the Super Soldier refused to give up as he, groggily got to his feet once more. However, the villains were not going to give the Avenger an edge as Executioner charged the Captain and swung the flat end of his axe like a baseball bat, colliding with Captain America's face. The Super Soldier let out a cry of pain as he fell to the floor, slowly drifting into unconsciousness.

But before he could pass out, the familiar form of Baron Zemo walked up to the downed War Hero and leaned over him. "I told you when we last met this wasn't over, Captain. Now it is." His words dripping with venom as the Captain's eyes closed.

Zemo grinned as he stood up, the villains all gathering around their latest victim.

"What of Thor?" Enchantress asked as she cast a magic ring around Captain America, which lifted the unconscious hero off the ground.

"I haven't forgotten, Enchantress. The Thunderer and Ant-Man remain." Zemo casually responded as if taking down the God of Thunder was going to be a walk in the park. The villain then pulled out Wasp's ID card and held it up.

"Avengers, assemble." Upon those words, the Card lit up and sent the signal to all who had one. The trap had been set.

* * *

 

For an immortal Asgardian like Thor, there were plenty of things for him to do to occupy his time. Battle demons, vanquish monsters or some other thing that involved fighting in some way. But ever since coming to Earth, the Asgardian Prince found that there was so much more than just fighting and partying. And he found many new interests in his time on Earth. One particular thing seemed to occupy a large chunk of that attention, or rather someone he was interested in.

Jane Foster, a paramedic Thor had met a while back. She was a Caucasian woman with a slender body with short brown hair and blue eyes. She wore a blue paramedic uniform.

Ever since he first laid eyes on her, Thor couldn't help but be smitten by the medical woman. His interest in her only grew when he witnessed her run right into a battle zone with the Wreckers, in order to help an injured officer. She had no powers or combat skills, yet she selflessly ran into danger to save someone else. That act alone peaked Thor's interest in her and since that day, the two had spent quite a bit of time together.

The two were currently walking together in Central Park, Thor had removed his helmet as he walked alongside her, talking about random topics.

"So is your dad still taking his big nap? What did you call it again?" Jane asked.

"The Odin sleep." Thor answered, mentally sighing at the thought of his father. "No, he has woken by now."

"And you haven't talked to him yet?"

"…Nay, Jane Foster. I have not returned to Asgard since we last spoke."

The All-Father had been very vocal about his displeasure in Thor's interaction with the mortals and had requested time and again for the Thunderer to return to Asgard. Each time, Thor had refused him.

Thor frowned at the thought. "I have been needed here." He stated as he placed his helmet back on his head. "The Avengers are formidable, but the threats they face… It would seem I am needed more than ever."

Jane didn't respond, instead, she looked up to the Asgardian Prince. Her eyes full of wonder and strength, a passion for helping and protecting that Thor respected in her. He couldn't help but feel a connection to her, in his many millennia of life he could not recall ever feeling the way he did about anyone than what he felt for her. Slowly, as if in a trance, to pair began to lean into each other. Their faces growing close, their eyes closing.

Then a beeping sound emanated from Thor's belt, effectively shattering the moment. The Prince of Thunder, mentally cursed technology and its habit of sounding at the worst of times.

Thor reached into his belt and pulled out his Avengers ID card, which flashing like a neon sign, signaling that the team is being called together.

"This card is troubling. Iron-Man's technology is constantly making noises at me." Thor grumbled as he glared at the card.

"I think they're calling you, Thor." Jane said calmly as she placed her hand on his. She then gazed up at Thor and gave him a gentle smile. "Like you said, you're needed."

Thor returned her smile, however, he still mentally cursed the technology for the interruption. The Thunder God then hefted his hammer, spun it by the strap and the shot into the night sky. Jane watched him go as her warm smile, melted into a sad, disappointed expression. That card really was annoying.

It didn't take long before Thor reached Avengers Mansion. The Prince of Thunder floated over the roof of the institute before gradually descending down. As he approached the skylight, the glass panels opened up to allow Thor to enter and land at the center to the main hall.

"Ho, Avengers. Ho, computer. Thor has arrived." The Asgardian announced proudly, a little curious that the others were not present to meet him.

"Welcome Asgardian." a cold slimy voice, greeted from behind him.

Thor turned to see Baron Zemo, descending the main staircase. Standing tall with his arms behind his back like he owned the place.

Thor's eyes narrowed as he recognized the villain before him. "I know of thee. You are Captain America's foe. Zemo."

"You may call me master." Zemo stated. The masked villain then narrowed his eyes and made a downwards gesture with his hand.

"Now, kneel before me." He ordered.

"Are you mad, mortal?" Thor stated incredulously, "Thor kneels before no one."

Suddenly a bright light illuminated to Thor left, catching the Thunderer's attention. The light source revealed itself to be a magic circle, which then proceeded to rise up to reveal Wonder Man. Soon other circles appeared around the Asgardian Prince, teleporting in the other members of Zemo's team of Villains.

Enchantress then walked over to Zemo and placed her arms over Zemo's shoulders in a playful manner.

"As I said, kneel before your masters." Zemo commanded.

All around Thor, the villains readied their weapons and powers for a fight they knew was coming. Thor's eyes narrowed as his hand tightened around Mjolnir.

Without missing a beat the Villains charged. Thor responded by slamming his hammer into the ground, creating a shockwave that knocked Abomination and Wonder Man away. Thor then swung his hammer in a one hundred and eighty-degree angle and smashed Crimson Dynamo away with ease. Thor then proceeded to toss the hammer at the Executioner, however, the Asgardian brute was able to use his axe to knock the mighty weapon off course and send it flying straight to Enchantress. The witch then raised her hand and cast a spell, which stopped Mjolnir dead in its tracks. The hammer floated in the air for a second before falling to the ground with a loud clank that echoed throw the hall.

Thor's eyes widened at the display of power, distracting him long enough for Dynamo to recover and fire several missiles at the Thunder God. Thor was able to dodge the first missile but the other projectiles hit their mark, stunning him. Not allowing him time to recover, Executioner ran up and tackled Thor to the ground. However as the two landed on the ground, Thor positioned his feet under the Executioner and used the momentum to kick the brute off him and send him flying into Crimson Dynamo.

Thor then got to his feet, but then was attacked by Shockwave who fired a blast at Thor to knock the Thunderer off balance. Thor was then blasted by ionic energy, courtesy of Wonder Man, who's power was able to blast Thor into the awaiting arms of Abomination. The Gamma mutant, put Thor in a hold as Executioner came over and restrained Thor from the front. Thor struggled against the villains, but before he could muster the strength to break free. Wonder Man aimed his hands at the Thunderer and fired a powerful blast of ionic energy into his face, rendering the Asgardian unconscious. Abomination and Executioner released their hold of Thor, allowing the unconscious hero to fall to the ground at the feet of Zemo and his Masters of Evil.

* * *

 

Meanwhile, outside the mansion and unknown to the villains, Hawkeye watched the entire scene with his portable spyglass, from his position on a building ledge overlooking the mansion alongside Black Panther and Jazz.

As the Archer witnessed the Masters of Evil, drag the unconscious body of Thor away he lowered his spyglass. "Well, that's not good." He simply stated. "All right, we call in SHIELD, go in with the Hulkbuster gear…"

"And destroy the city in the issuing battle as well as seal the fates of our captive teammates." Panther interrupted.

Hawkeye sighed, he hated to admit it, but Panther was right. Calling in an army to fight a group of villains, each one capable of taking out an army, will most likely put the city at risk. Jazz then decided to ask Hawkeye's question for him.

"Well, what do you recommend?" Jazz questioned.

Black Panther, turned his head to one side as if to ponder their options "We follow the plan." He answered.

Hawkeye let out another sigh. This plan was defiantly risky. But with their team's lives hanging in the balance, all he could do was put his faith in it.

Jazz also let out a sigh, "Sure hope the doc got the message."

* * *

 

When you spend most of your life hating someone and that someone beating you, time after time. You can't help but feel like a bragging child when the person you hate is lying defeated under your foot. That is how Zemo felt at that moment, after fighting him for what felt like a millennium, the Masked Demon had finally defeated Captain America. Now the Baron held the Captain's signature shield on his right arm like a trophy as he made his way to the elevator to go to where his enemy and his allies were being held.

He approached the entrance to the elevator, which was guarded by Crimson Dynamo and Wonder Man. Even though they had defeated the Avengers, there was still an off chance that something could spoil their plans and Zemo was not taking any chances.

As he approached the entrance to the elevator, Wonder Man turned towards the Masked Demon "What are you going to do, Zemo?"

"Do not be so troubled, my Wonder Man," Zemo replied calmly. "All you need to know is that if you do as I say, you will get your humanity back." He then turned to Crimson Dynamo. "And you needn't worry either, Dynamo. You can have Iron-Man. I have a much bigger appetite."

Zemo started to walk forward, only for Dynamo to move in front of him, blocking his path.

"When?" Crimson Dynamo asked, his patience wearing thin.

"When I say so." Zemo replied in a deadly tone, almost as if daring the armored villain to defy him.

Dynamo narrowed his eyes behind his visor and for a second it looked like he'd actually try something. But the villains conscious won that internal argument and the armored villain stood to the side allowing Zemo to pass.

Down in the Assemble hall, the captured Avengers all sat unconscious in chairs, surrounded by mystical rings created by Enchantress that paralyzed their bodies to prevent them from moving. Iron Man, Captain America, Wasp (now back to human size) and Nick, were all bound to chairs. Thor was bound to the table; with mystical bonds on his arms, legs, and waist, to ensure that there was no chance to the Thunderer from escaping.

Nick groaned as he was finally starting to wake up, eyes fluttering open while his vision came back into focus.

 _"Are you unharmed, Nicholas?"_ asked Alpha Trion, voicing the other Prime's concern.

 _"Had better days,"_ mentally replied Nick as he sat up. The memory of his fight with the Villains and his capture quickly came back to him. He looked around the room and saw his captured teammates, instantly deducing what happened to all of then and breathing a sigh of relief that Wasp looked unharmed. He also took note that he couldn't feel any part of his body below the shoulders, no matter how much he struggled.

"Well, well, well," said a seductive voice from behind Nick. The Prime's body tensed but remained somewhat relaxed, "I was beginning to wonder if you would ever wake up."

"Amora." greeted Nick in an emotionless tone. The Asgardian sorceress walked around the teen, dragging her fingertip across his neck.

"Oh, don't be that way, Nicholas," said Amora with a pout as she caressed his cheek in her palm, however, the Prime's expression never changed. "I was hoping we could talk before the others arrive."

"Then you are aware that I am in the room." said a cold voice. Nick turned his attention to a familiar form, one that caused Nick to raise his eyebrows in surprise.

"Shockwave," said Nick as he saw the scientist operating a small holographic computer, "You're alive."

"Shockwave, would you be so kind to allow some privacy for myself and Prime. I wish to interrogate him." requested Amora as she glanced Nick with a saucy grin, "I believe that he may hold some secrets that Zemo could use."

"Your tone to such an action arises specific suspicions, but your reasoning is logical." said Shockwave as he looked up at the witch, "You may indulge yourself while I continue to review Stark's files."

With that, Shockwave deactivated his holographic screen and left the witch and teen. Nick glared at the scientist. Amora looked down at Nick with a lustful grin as she seated herself on his lap, facing him. "Oh, I intend to."

About minutes passed since Shockwave left when Zemo and Abomination entered the hall, along with Shockwave, who was finished reviewing Iron Man's files for his own study.

"Amora." greeted Zemo as he saw the Witch who was leaning on the table with a satisfied grin while Nick's expression remained completely neutral. On the inside, he was having a mental breakdown.

The Masked Demon then proceeded to walk over the unconscious form of Captain America, pick up a glass of water that was on the table nearby and splashed the water into Cap's face. Captain America gasped at the sudden chill and quickly shook his head to regain his consciousness. He then looked up to see Zemo, glaring down at him with glee.

"Zemo." Captain America snarled.

"Welcome back, Captain." Zemo greeted as the Super Soldier noticed his unconscious team members around him. He eyes locked with Nick's who gave the Captain a nod, letting him know he was alright

"You've got me, Zemo. There's no need to involve anyone else." Captain America tried to reason, in an attempt to spare his friends.

Despite the fact that his face was covered, Captain America could clearly see the evil smirk on Zemo's face. "Ah, but the Avengers are already spoken for, Captain. Your new friends have made powerful enemies."

To make his point, Shockwave aimed his Hyper Flux cannon at Nick's America's expression grew worried at the sight of the young heroes situation. If he angered the villains, then his teammates may pay the price.

Captain America turned his attention back to Zemo. "What do you want? The war is over. After all these years, is revenge on me really that important to you?"

"Yes." Zemo simply responded. "But now, Captain, I've been promised the world. And you will live just long enough to see me have it."

Meanwhile, on the surface Crimson Dynamo and Wonder Man remained at their position at the elevator's entrance, while Executioner patrolled the halls. The Asgardian brute paused for a second, believing that he heard movement somewhere. However, he quickly dismissed it and continued his march. But just as he rounded the next corner, a shadow passed along the floor and headed towards the guarded elevator.

Back with Wonder Man and Dynamo, the Ionic being noticed movement out of the corner of his eye and turned just in time to see a shadow pass by the doorway. He shared a look with Dynamo, who also noticed the shadow, and the two silently agreed to investigate, leaving their post unguarded. However just as the two left the room, the dark silhouette of a man ran straight into the elevator, heading down to the lower levels.

Crimson Dynamo and Wonder Man walked into the center of the main hall, scanning the room for any signs of the intruder. Unbeknownst to them, the shadow of a cat-like being rose up behind them.

Within the assembly hall, Nick was still trying to find some way to escape, pulling against the mystical restraints, even trying to use his powers to break the spell, but each time he tried, Nick failed. His attempts stopped when he felt slender and very soft arms wrap around his neck from behind.

"Shh, be at ease, my love." The Enchantress whispered in a seductive tone. "You are safe with me."

Nick mentally groaned, not really wanting to deal with Amora right now, especially when Thor was waking up. Hearing her voice, Thor actually woke up to see her not at all trying to hide her affection for Nick. "Enchantress? What are you doing, Amora? You are an Asgardian, not some lackey to a mortal villain."

"Oh, Thor," said the Asgardian Witch in a playful manner as she sent Zemo a quick glance from her position with Nick, "Zemo is but a toy to be discarded when I tire of him."

"What do you want?" Asked Thor, though, in the back of his head, he already knew the answer from where she was standing and how she held onto Nick.

Enchantress leaned down so her chin rested on Nick's shoulder as she gazed into Thor's eyes with a sweet look. "For some time, it was you, my love. But now," she then rubbed her cheek against Nick's who still remained stone passive in his expression, "It is him."

Thor's expression narrowed, while he was relieved that Amora was no longer pursuing his affection, he was a little disgusted that she allied herself with a villain and took his friends hostage was something he couldn't forget.

"I'll pass thanks." said Nick, not at all appreciating what Amora was doing. The witch placed a quick kiss on his cheek just before Zemo noticed her antics and went over to her.

"What are you doing, Enchantress?" he questioned.

Unfortunately, she was not the only one who questioned Zemo's orders. "It's a mistake to keep them alive, Zemo." Abomination stated aloud, interrupting the Masked Demo.

"I will not be questioned by you, Abomination." Zemo responded, not even bothering to face the Gamma Villain.

Abomination growled as he grabbed Zemo's shoulder and forcefully turned him around to face him. "Don't ignore me. You got no powers, no strength. You're nothing. So why are you giving orders to us?"

"Zemo is commanding because he has the most military experience and tactical knowledge to be able to effectively create a plan to deal with the Avengers." stated Shockwave as he entered the Assembly Hall. If Zemo bothered to take notice or his attention was more on Abomination than Shockwave, he didn't acknowledge Shockwave.

"The Hulk is still alive, but the bigger threat is Ant-Man."

Abomination threw his head back and laughed. "Ant-Man? If you're worried about Ant-Man, then we really are better off without…"

He never got to finish his statement, as Zemo slammed Captain America's shield into the gamma mutants arm, causing him to reflexively release his grip and hold the appendage. The Masked Demon then swept his leg, knocking Abominations feet out from under him, causing him to fall on his chest. Abomination rolled onto his back only to see Zemo's sword pointed at his head.

"Ant-Man is the last Avenger," Zemo stated clearly. "He's a threat. And you wish to know why I lead? Because I am better than you."

Abomination, however, gave Zemo a confused look. Did he mishear, or did Zemo miscount?

"Ant-Man is not the last Avenger. There's three more."

At that moment a trick arrow flew from nowhere and hit Abomination directly between his eyes. Electricity sparked out from the projectile, shocking the gamma mutant into submission.

Zemo turned to see more arrows flying in his direction. Using his sword and stolen shield, he easily deflected all of them. Shockwave raised is cannon to use it as a shield to block a few arrows from hitting his eye, however, one arrow was actually a very powerful taser that magnetized to Shockwave's plating and began to bombard the scientist with electricity. Shockwave was able to rip the arrow off but staggered slightly. One of the arrows shot towards Enchantress, who simply teleported away, reappearing next to Zemo. The two watched as Hawkeye jumped down from his position in the roof and landed on the conference table.

"Okay, that was a good move." Hawkeye stated, referring to Enchantresses teleport.

"Sure took your sweet time Hawkeye." said Nick, clearly glad that he arrived when he did.

"Yeah, we would have gotten here sooner. But I had to go back for my lucky quiver." Hawkeye quipped as he drew another arrow.

Enchantresses snarled at the Archer as her hands surrounded themselves in mystical energy. "You are worm food, mortal!" she screamed as she fired a magical bolt at him.

Hawkeye leaped away to avoid the bolt and fired an arrow at the Enchantress. The Asgardian witch fired another mystical beam that intercepted the arrow, incinerating it.

Just then, Crimson Dynamos voice sounded from the radio on the table. "Zemo, two more Avengers are inside the mansion. A Wakandan and a Cybertronian."

The Masked Demons eyes widened in surprise. He was completely unaware that there were three more Avengers. No matter, they were still outnumbered and outmatched.

The battle on the upper levels was not going in the villain's favor. Black Panther and Jazz had the element of surprise on their side, Panther and his Vibranium weaponry made him a formidable foe to the villains, while Jazz's sonic disruptors kept the villain's off balance.

Currently, the Wakandan King was firing Vibranium energy blasts from his daggers, forcing Crimson Dynamo to back up. Jazz fired his sonic disruptors at Executioner, forcing the Asgardian back.

"Someone crush him!" the armored villain ordered. In response, Wonder Man stepped forward and fired an ionic blast at the cat-like hero. Black Panther quickly backflipped to avoid the blast and landed on the side of a pillar. He then jumped further up the pillar to avoid another shot that cracked the marble. Black Panther then leaped down on top of the energy being as the fight continued. Jazz kept his distance from the Asgardian, knowing that he would be done in seconds if Executioner got an advantage.

Back with Hawkeye, the Archer was not doing too well. With his advantage gone, he was starting to get overwhelmed by the villains. He figured that by disabling Abomination and Shockwave, he wouldn't have a problem. But Zemo and Enchantress proved to be more than a match for him.

Zemo quickly closed the gap between him and Hawkeye and slashed at the Archer with his sword. Hawkeye had to switch to close quarters combat, something that was a little outside his comfort zone, and used his bow as in a similar manner to a staff to block Zemo's strikes. However, Zemo was able to out maneuver the Archer and kick him into Abomination, who had recovered from his initial shock. The Gamma Mutant proceeded to wrap the Archer in a bear hug and started to squeeze. Hawkeye clenched his teeth as he felt his body about to be popped like a balloon.

"I owe you some payback, Robin Hood." The Gamma Monster said, smiling at the Archer's pain.

"Please, I'm begging you." Hawkeye pleaded as he gasped in pain. "Brush your teeth." He quipped, which only made the Gamma Mutant angrier.

At that moment Iron Man finally regained consciousness and took in his surroundings. His eyes fell on the group of villains just in time to see the rest of them enter the assembly hall with a beaten Black Panther slung over Executioner's shoulder, while Jazz was dragged in by Crimson Dynamo.

"Hawkeye, are you insane? Why didn't you bring in SHIELD?" Tony stipulated.

Hawkeye and Panther were both thrown to the ground next to each other and Hawkeye shot the Wakandan an irritated look. "See, I knew it." He stated.

Zemo stood before the two heroes in a superior manner. "Ah, the SHIELD agent, Autobot, and the Wakandan King. You should have walked away from the Avengers before it came to this. Now, you must be punished."

At that moment Black Panther stood up defiantly and glared at the villains.

"I am an Avenger, and I will meet my end with pride." He announced unwavering.

"If I'm gonna go out," said Jazz as he also stood up, "Might as well go fighting for my friends."

Zemo then turned his attention to Hawkeye and pointed his sword at the Archers throat. "I'm gonna meet mine kicking and screaming." Hawkeye sarcastically remarked.

Zemo narrowed his eyes as he lifted the tip of the blade, forcing Hawkeye to stand as well. "You choose, Captain. Which of your teammates will be the first to taste my blade?"

"You know what, Zemo? I want to go first. I'm tired of listening to you." Hawkeye bluntly stated.

"Amusing," Zemo responded dryly. "Did you really believe the three of you could defeat all of us?"

"Weird," Hawkeye remarked as he turned to Panther. "Purple puss here seems to think we were trying to defeat him." He then turned around to acknowledge Nick. "You hear that, Prime."

Nick only smirked as he knew what was coming for the Masters of Evil. That smirk only grew wider when he heard the Prime that acted the most like a kid laughed sinisterly in his head.

"He is misguided," Black Panther concurred before turning his attention back to Zemo. "We were not trying to defeat your team, Baron. We were simply allowing Ant-Man uninterrupted access to his lab."

"Yeah, we picked him up from the Wakandan Embassy while you tools were starting your little siege here. He just needed to get a few things." Jazz added.

"Plus, we're not the only one who was in on this." said Hawkeye as he pointed behind them.

The Villains eyes widened as they all turned towards the entrance to see Ant-Man standing before them, a high-tech gun in his right hand.

"Surrender, Zemo." the scientist ordered, aiming the gun at them. "End this before anyone gets hurt."

It was at that moment that Wasp regained consciousness. The size-changing heroine's eyes widened the second she saw Ant-Man confronting the villains. "Hank? Are you crazy? Run!" she yelled hysterically as she struggled against her bonds.

"Don't worry, Wasp," said Nick calmly, causing her to look at him questionably. "All part of the plan."

Zemo ignored the teen heroes statement and instead focused on the last Avenger, he gestured to Wonder Man. "Tear him apart!"

The Ionic being then charged forward to engage the size-changing hero. Ant-Man responded by activating the weapon in his hand, turning the dial on the side causing the nozzle to glow with yellow energy.

"Sorry, Simon." Ant-Man said as he fired a beam of yellow energy at Wonder Man. The ionic villain screamed in pain as his entire body became unstable, falling apart like he was blown away by a strong gust of wind. Once Wonder Man was down, Ant-Man discarded the weapon and activated his Pym Particle Belt, shrinking down until he could hardly be seen.

"He's shrunk down." Zemo stated, turning to his comrades. "Dynamo!"

Crimson Dynamo held up his left hand, which then transformed into a multi-barrel cannon. Dynamo then used his scanners to search for the minuscule hero, easily detecting him and opened fire. Ant-Man was able to dodge the energy blasts and made a beeline straight for Abomination. Ant-Man activated the Pym Particles once more, surrounding himself in a blue glow.

Abomination noticed the blue light heading towards him and immediately got into a fighting stance. "Come on, bug." he challenged, a confident smirk on his face. However, that confidence was quickly shattered when he noticed that Ant-Man didn't stop growing. Abomination was so stunned at the sight of a now sixty foot tall Giant Man, that the size-changing hero easily kicked the Gamma Mutant like a soccer ball. Abomination screamed as he was booted through the wall and into the cavern roof.

Giant Man had little time to muse at his accomplishment as he was instantly bombarded with multiple energy blasts from Crimson Dynamos cannons. The Colossal Hero crossed his arms to shield himself as the Armored villain advanced.

The attack did not last as Black Panther threw a Vibranium dagger at Crimson Dynamo, which exploded knocking the villain off balance. Black Panther then proceeded to lay down covering fire, while Hawkeye worked on trying to free Thor from the magical restraints. However, due to the fact that the former SHIELD agent knew nothing about magic, he would have had better luck trying to break a steel door with a stick.

His futile attempts were interrupted by a magical blast, courtesy of Enchantress. Hawkeye leaped out of the way and combat rolled across the floor to where his bow was lying. The Archer quickly drew an explosive arrow and launched it at the Asgardian witch. Amora was able to shoot it out the air with her magic, but she was unable to block a sonic wave from Jazz that left her dazed and nearly unconscious.

With the Enchantress out of commission, the mystical bindings holding the Avengers dissipated, freeing the heroes. Once he regained feeling in his body, Nick's body instantly transformed into Nova and he pressed several keys on his right arm to summon his trailer. Nova pulled out his sword and charged forward, followed by Wasp, who had shrunk down and flew after him, and Captain America. Iron Man didn't join the others, instead, he ran to the main doors and exited the room.

"JARVIS, activate remote recall! Mach 7!" Tony called out to the AI, who somehow managed to reactivate himself.

"Remote launch activated." JARVIS confirmed as the chamber containing the suit in the armory activated, Nova's trailer had already left and was now heading to his location.

Nova came to a stop in front of Shockwave just as his trailer arrived. "Hyper Mode!" Shouted Nova as the trailer broke apart and locked onto the Prime. Nova towered over Shockwave with his new attachments, but the scientist was not fazed by the change in size.

Nova took out his rifle and opened fired on Shockwave. The Decepticon ran to the right to avoid the shots before returning fire with his own cannon. Each shot struck Nova but did very little to slow him down.

"Shockwave, you realize trying to defeat me is highly illogical." said Nova as he pumped the handle on his rifle to load an explosive round into the chamber.

"Indeed." agreed Shockwave as he turned his attention to the whole where Abomination was punted through by Giant-Man. The gamma villain had returned and was eager to punch something; Nova was the first thing he saw that was punchable.

Back in the main hall of the mansion, Mjolnir lay where it fell after Thor was defeated. And since no one but Thor is able to lift, except Nick but no one knows that yet, the enchanted weapon, there it remained. That is until the Enchantresses spell was broken, allowing Thor to call for his signature tool, the hammer rose into the air, before smashing straight into the floor, plowing through concrete, steel, and earth in order to reach its master. The Enchanted hammer plowed straight throw the walls of the assembly hall, where it glided into the powerful hand of Thor the Thunderer.

The Prince of Asgard glared down at the Enchantress, who regained consciousness moments ago and now looked up at the Thunder God with fear.

"Thor, you would not harm me would you?" said the Enchantress, attempting to use her silver tongue to escape Thor's wrath.

Thor's eyes narrowed at the witch. "Nay." He responded, making the Enchantress smile. But then Thor spun his hammer in the air and then pointed it to his right, releasing an energy wave that formed into a portal. Out from the portal, strolled a panting Hulk. His head and shoulders covering in frost and a large ice shard in his hand. The Green Giant panted clouds of vapor as he started to warm up.

Thor turned to Enchantress and gave her a sly grin. "But my friend might."

Whatever fear Enchantress had for Thor's wrath was instantly drowned out by the overwhelming sense of fear she had for the Hulk.

Hulk let out one more puff of steam before he opened his eyes. Almost immediately his attention landed on the frightened face of the Enchantress. His face grew hard as his fatigue vanished, replaced by shear rage for the one who sent him to that frozen hell.

"You." Hulk growled venomously. He then reeled back and let out a mighty roar as he charged towards the Enchantress.

"Executioner, I need you!" Enchantress called out, her eyes wide with fear. Responding to his lady's call, the Executioner charged the Hulk, ramming the gamma Avengers away just as he was about to smash the Asgardian witch. Executioner's eyes narrowed at the Hulk as his axe head glowed red.

The moment Captain America was freed; he made his way straight to Zemo, who was currently engaging Hawkeye in a duel of sword and bow. The Archer backed away from Zemo's stab only to leave him open for Captain America to leap and tackle the Masked Demon to the ground.

"I'd like my shield back now. It needs to be cleaned." Captain America remarked as he grappled with Zemo for the circular shield. Eventually, Captain America was able to pry the shield off Zemo's arm and use it to block a sword strike from the villain as they locked weapons for another standoff.

All throughout the room, Villains and Avengers were battling it out. Black Panther and Jazz were narrowly evading getting blown apart by missiles fired from Crimson Dynamo, Thor was locked in a magical duel with Enchantress, Hulk was duking it out with Executioner as Wasp fired singers into the brutes face to distracted him and Nick was taking on both Abomination and Shockwave by alternating between shooting and landing a few blows.

Meanwhile, above the battle a purple cloud was starting to form. In a few more seconds the cloud began to form a solid shape, and then eventually formed the humanoid form of Wonder Man, the effects of Hanks weapon finally wearing off. The ionic being then turned his sights towards Giant Man, who was moving to assist Thor after the Enchantress blasted the Thunderer with her magic. Wonder Man used his own growing powers and soon reached the same height as Giant Man. The energy villain shoulder tackled the size-changing hero into the wall and the two titans wrestled to overpower each other.

During the struggle, Giant Man was able to talk to the ionic being. "Simon, I'm glad to see you up and about, but what are you doing with these people? You're a good man, you don't want any part of this."

"I don't have any choice," Wonder Man admitted begrudgingly, "They're the only reason I'm even alive. And if I want to stay alive, I do what they say."

Suddenly Wonder Man felt a stinging sensation on his back. The ionic being turned to see Iron Man blast through the wall and rocket straight towards the giants. The Iron Avenger then fired his unibeam at Wonder Man, forcing the energy villain back. Wonder Man stumbled a few feet before regaining his balance and shrinking down as the other villains regrouped around him. The Avengers mirroring the same on the other side of the room.

Zemo glared at the heroes. Panting in rage, he had them, he had the Avengers defeated at his feet. And now because of one unseen variable that victory was stripped from him.

"How?" the Masked Demon breathed. "How could this have happened? I sent the signal. Why didn't the two of you enter the mansion with the Thunderer? Tell me!" He demanded.

Hawkeye shrugged. "We can't really take all the credit. It was the Prime's idea." The archer clarified gesturing to Nova, who formed his long sword in favor for more close quarters combat

All the villains eyes widened. "The prospect of such is highly improbable." Shockwave stated. "Nova Prime was in stasis for the duration of his captivity."

"Are you certain?" asked Nova while his masked retracted, "During the fight this morning, I knew I would not prevail over your forces. Which is why I sent a signal to the remain Avengers about a possible trap laid by yourself." Nova couldn't help but smirk at the shocked expressions of the villains, but the Prime wasn't done. "But I didn't just send a message to only the Avengers."

Right as he said that, there was a loud and deep bellow that erupted from the right of both parties. Both villains and Avengers turned to the Assembly Hall door and hard very heavy and echoing footsteps. The ground actually shook slightly with each step. That's when the door to the hall was smashed into pieces, creating a large cloud of dust. The Villians all looked up to see red lights peering through the dust. Deep and loud breathing filled the hall as the figure stepped through.

If Shockwave was capable of sweating, he would be sweating bullets at the massive Autobot that lumbered into the hall, one he was very, very, familiar with.

"Zemo, this is Grimlock." introduced Nova as the Dinobot commander stood beside the Avengers. His red visor sent an unnerving chill through the villains, till his vision landed on Shockwave.

 **"YYYYYOOOOUUU."** snarled Grimlock as he pointed at Shockwave.

"Grimlock," said Shockwave, maintaining his cool persona, "You function."

"The one upside to your reformat." spat Grimlock as he extended his sword.

"During the battle, I also sent a message to another one of the Avengers' allies," explained Nova as his battle mask snapped shut.

Zemo gripped his sword so hard that he was practically shaking with rage.

"Destroy. Them. ALL!" Zemo screamed as he and the villains charged forward. The Avengers responded in full, Grimlock leading the charge with a massive battle roar.

The Dinobot swatted Executioner to the side with his left hand, but the Dinobot was tackled by Abomination. Grimlock punched the gamma villain off to glare at the smaller being who had his teeth barred like a wild animal. The two bruisers stared the other down like in a scene from a western movie. Abomination made the first move as he charged forward his right fist raised, Grimlock mirrored the gamma villain's move. The Dinobot and Monster quickly closed the distance between them as they both threw their punches, their fists slamming into other resulting in a powerful shockwave that ruptured through the room.

It didn't take long for the fighting to spread throughout the entire mansion. Iron Man and Thor, engaged Wonder Man in the Qui Jet hanger. Wasp and Black Panther and Jazz fought Crimson Dynamo in the Armory. Nova, Giant Man, and Hawkeye battled Executioner and Shockwave in the training room. Captain America dueled Zemo in the Assembly hall. Hulk brawled with Enchantress in the Lab.

In the fist fight between Abomination and Grimlock, which originally began in the Assembly Hall, was moved to the cavern outside thanks to a right hook from Abomination to Grimlock's dome. The Dinobot commander smashed through the glass wall and flipped backward onto the rocky ground of the cavern. The Autobot growled as he stood up and saw Abomination jump through the hole after him.

"Cheap shot," snarled the Dinobot as his temper was rising. He stood up and flipped his sword back into his wrist and got into a brawler's stance.

"You're out of your league, alien," gloated Abomination, cracking his knuckles, "I'm stronger than the Hulk and more skilled. You've got no chance against me."

"Stronger, probably, but I've got millions of years of gladiatorial fights and war under my belt," retorted Grimlock as his body rippled with an orange energy before fading.

Grimlock roared as he charged at Abomination, the gamma villain returning the bellow as the two charged at each other. Both bruisers pulled their fists back and landed a punch against each other's fists, resulting in a huge shockwave that shook the cavern and cracked the walls of the Assembly Hall. Grimlock pressed onward and began throwing punch after punch, mercilessly hammering down on Abomination. The monsters combat instincts kicked in and he blocked a strike from Grimlock and retaliated with a punch of his own.

Grimlock stumbled back, but Abomination was done as he grabbed the Dinobot's arm and threw him across the cavern and into the cave wall, causing a small Earthquake. The Dinobot growled like a feral animal as his temper was getting out of hand.

Abomination grinned as he ambled towards Grimlock who was kneeling on the ground, shaking his head from the impact against the stone wall. "You may have more experience than me, robot. But I'll be smarter than your, I'll be faster than you. I'll be tougher than you."

Abomination threw a punch as hard as he could, but what happened next shocked the villian; Grimlock caught the fist in his hand, his breathing was incredibly heavy. Grimlock's body was glowing a dark orange as his visor seemed to glow brighter.

"NO ONE IS TOUGHER THAN GRIMLOCK!" Grimlock roared at the top of his vocal processor and threw a punch so hard, it sent Abomination into the ground, carving a wide trench till he came to a stop. Abomination stumbled around, trying to get his barrings till he felt something in his mouth. Spitting into his hand, Abomination saw his TOOTH AND BLOOD! The gamma villain was absolutely shocked, not even the Hulk could hit him that hard.

Looking up, Abomination could see Grimlock stalking over to him, the ground around the Dinobot commander was melting slowly. Grimlock stopped a few feet away and slammed his hands into the ground. Plating began to shift and his size became larger. "What are you?!" gasped Abomination as he stepped back, a large shadow loomed over him.

Inside the Assembly Hall, the fight between Zemo and Captain America was working in favor of the Avenger, but this fight was interrupted when a massive explosion erupted from the hole Grimlock and Abomination went through. The gamma villain was sent hurtling into the hall, landing directly between Captain America and Zemo.

Baron Zemo's eyes widened at the sight of the Abomination in such a beaten state. He then looked in the direction from where the Gamma Monster came from and saw something that made his blood stop for a second. Through the smoke and fire that obscured the hole, a massive twenty five foot tall mechanical Tyrannosaurus Rex stepped through and roared into the air, a stream of fire shooting from its maw.

The sight of the Dinobot was the last thing Zemo needed to see to know that this fight was lost. He turned in the direction of Enchantresses battle with the Hulk, who was currently dodging large debris being tossed at her by said Hero.

"Enchantress, we are leaving." Zemo ordered through gritted teeth as if the words tasted bitter in his mouth.

Immediately, Enchantress stopped her fight and raised her hands, just as Hulk leaped at her with his arms raised. A green magic circle appeared beneath her and she instantly teleported away, narrowly escaping the Hulks crushing blow. Hulk looked around confused at the sudden disappearance of his opponent. All throughout the mansion, the defeated villains began disappearing, one by one. Last to go was Zemo, who gave Captain America one last glare as if to say 'This is not over' before vanishing.

Captain America narrowed his eyes at the spot where his arch enemy disappeared from, as Grimlock in his Rex form stopped beside him. "We win?"

"I think so." The Super Soldier answered.

Grimlock gave a grunt of approval before he transformed back into his Autobot form and his body glowed as it shrunk down to a smaller size. Standing at Eight feet, Grimlock in his human form was ripped with muscles, wearing a black shirt that barely fit over him. A dark red leather jacket, dark gold and red jeans and black combat boots. On his eyes where a pair of dark red sunglasses that hid his eyes.

Grimlock wobbled a little bit, since transforming into Rex Mode takes a lot out of him and leaves him pretty tired afterwards. Captain America was about to help Grimlock but the Dinobot held his hand up stopping him.

"I'm fine," stated Grimlock gruffly, "Takes a little out of me when I go dino. Still tired from waking up after doc bot fixed me up. Not easy having mind messed with."

Steve nodded, grimly understanding the Autobot's attitude. Even after the war, he was still manipulated by villains who wanted to use him.

* * *

 

The Sun rose over the mansion, but the inhabitants were already in the mood to call it a day. They were battered, bruised and exhausted. While it was only minor, it was still enough for them to hope that no earth-shattering crisis comes up today.

Right now, the Avengers were sitting in the living room, Nick sitting on the couch with his jacket off and a drink of Energon in his hand. Jan was currently stitching up a cut in his left arm while Hank looked ready to pass out.

"Jan, for the umpteenth time, I'm perfectly fine." Nick groaned as Jan gave him a look, noticing a small lipstick print on his cheek.

"How do you know? Enchantress could have done something to you, like leaving some sort of something when you were unconscious." Jan said in a worried tone, "Maybe there's something you didn't notice."

"Jan," groaned Nick as he rubbed his eyes with his hand, "I asked the other primes and dad if there was anything wrong with me after Enchantress's time with me. They said I was fine, nothing out of the ordinary."

"Are you sure, Nick?" asked Jan, he worried expression lightening.

"You doubting the words of an omnipotent alien god and the thirteen Primes?" asked Grimlock sarcastically from his chair. He was busy checking his sword for any damages.

"Little harsh there, Grim." admonished Jazz as he stood beside Panther, leaning against the wall. The Dinobot shrugged as he went back to his sword.

Jan just gave Nick a hard look, before she let out a sigh, "Ok." She said before giving the young hero a hug, which he returned.

Once she broke the hug she turned her attention to Ant-Man, who was lost in thought before the size-changing heroine snapped him out of it.

"So when did you get back from Wakanda?" she asked cheerfully, earning a grin from the scientist.

The moment was interrupted by a groan from Hawkeye as he walked over to the couch and sat down in-between Hank and Jan. "Ugh, you know, I'm not so sure I want to be part of a team I have to rescue every week." He stated in an annoyed tone.

"Maybe they'll make you leader." suggested Grimlock as he put his sword away and stood up to stand in front of Hawkeye.

Immediately Hawkeye perked up. "Really? You think?" he asked, getting excited, Grimlock's humor passing straight over his head once again.

Before Hawkeye could explore the idea of him being the new leader, Iron Man spoke up. "Okay, stop. Everyone stop. Does anyone know what that was all about?" the billionaire asked, now out of his armor.

"Our enemies wish vengeance upon us," Thor stated. "Defeat does not sit well with some."

"And in my case, trying to sway me into falling in love with her." groaned Nick as he leaned back, taking a sip of Energon.

"I'm not so sure," Captain America argued, placing his hand on his chin. "Zemo. He seems so certain of what he was doing like it was going to put the world right in his hands."

"How?" Tony asked.

"He said someone had promised it to him." Captain America responded in a grim tone.

Everyone looked at each other with worried expressions. It would seem that what happened last night was only the beginning.

* * *

 

Deep in an unknown location, within the laboratory of Arnim Zola, the HYDRA scientist was busy examining something he had in a test tube. Suddenly a green light illuminated behind him and the Bio-Chemist turned to see the defeated Masters of Evil appear. All weary and weak, some even unconscious from their fight with the Avengers.

"I told you not to underestimate them." Zemo berated the group.

"And you didn't account for the Panther, Autobot, Hawkeye, and that Dinobot." Abomination snapped back. Immediately the Masked Demon narrowed his eyes and gripped the hilt of his sword. Abomination responded by raising his massive fists, in preparation for the inevitable conflict.

"Enough," The calm, seductive voice of the Enchantress called out, halting the two villains before they could engage. The Asgardian Witch straightened out her headpiece as she nonchalantly walked away from the group. "It doesn't matter. None of it does. For it is all a game. And you've played your parts."

She then proceeded to walk through a set of doors, which closed behind her, with Execution stood guard in front. The rest of the villains shared a look, this was normal as Enchantress usually went into that room for unknown reasons. The others didn't give much thought to the matter as they all had there own agendas and would soon walk out on each other the moment they had it. But still, they couldn't help but wonder what Enchantress was doing while she was in there.

In a dark room, Enchantress's hand glowed with a faint mystical green energy as she created a magical window revealing a being shrouded in darkness. The most discerning thing about the being were the four light blue vertical slits that glowed through darkness. Amora then kneeled before the being.

"The pieces are in place, my master." Reported Amora, a sinister grin crossing her face.

**_TO BE CONTINUED._ **


	11. Resonance Returns

**_Chapter 11: Resonance Returns_ **

**_Avengers Mansion, Assembly Hall_ **

When it comes to Cybertronian technology, you should really have an expert take the lead in development. And creating a Groundbridge is no exception. Tony Stark may be one of the most intelligent persons on the planet, but when it comes to alien technology, he's way out of his league. But when the prospect of portal transportation to point A to point B in seconds rose up, Tony did not really hesitate at the opportunity.

"You want to do what?" asked Nick, sitting in the Assembly Hall with Tony and Hank. The latter shared a little bit of Nick's concern.

"You heard right," said Tony with a wide grin, "I want Ratchet's help to build a Groundbridge for the Avengers."

Nick turned in his chair, thinking about what could happen. Both good and bad. Sure, the Groundbridge could reduce the time it takes for the heroes to get to a crisis, but there could be some problems as well, like Energon.

"I understand why you would like to have the Groundbridge Tony, but why ask me? Shouldn't you be asking Ratchet? He's the one who built the Groundbridge in the first place." said Nick as he looked at the inventor.

"It's your call if we can use Cybertronian technology," explained Hank, "Since you're the Prime, you have the final of these kinds of matters."

Nick understood why they came to him first; it was his call whether to use Cybertronian technology or not. There were many benefits with the Groundbridge, precious seconds in a crisis could be saved thanks to it, meaning lives could be saved and situations contained faster. But the risk of AIM getting their hands on portal technology, plus Cybertronian technology...He really did not want a repeat of MECH.

With a long sigh, Nick looked at the Armored Avenger before he gave his answer, "Alright, you can do this," Tony smirked in triumph, but that triumph stopped when Nick held his hand up, "But, I think we should have an expert when it comes to portals present as well."

Hank held his chin in thought before he came up with someone who has a lot of experience regarding dimensional portals or theoretical science in general. "I'll get Reed, he should be able to help us out."

Nick nodded as he took out his PDA to contact Ratchet about the developments. Other than some minor discomfort working with the scientist, the medic agreed to help assemble the Groundbridge, but under his strict watch. Nick sent Tony and Reed a mental prayer, knowing just how much of a control freak Ratchet really is. Even knowing him on Cybertron, Ratchet never lost his gruff behavior or sarcastic tinge. So there it was, Hank called in Reed Richards, aka Mister Fantastic. Nick had heard of the Fantastic Four on the news, learning how they received their powers from an accident with cosmic radiation, which resulted in them becoming a team of heroic explorers. Mainly for research and science, not so much for public defense.

While Nick thought that they could do more for the people, he couldn't really judge them based on their decisions alone. So he decided to leave it alone for now, at least until he actually meets a few of them.

But for the moment, he's just gonna have to pray that the three scientists don't destroy the Mansion with a malfunctioning Groundbridge.

* * *

 

**_One Week Later, Avenger's Mansion, Nick's Bedroom_ **

Nick woke up in his bed, some sweat on his brow but it was not the kind from a nightmare, it was the kind of sweat he got from a vision that was popping up once every few weeks. Nick sat up in bed, resting his head in his right hand as he recalled the details.

It was him again, fighting alongside some heroine that had the same powers as he did. Flight, super strength, super durability, and energy absorption and manipulation. What confused him was that the heroine somehow had a power similar to that of the Matrix. What did this mean?

His thoughts were ended when a beep from the JARVIS terminal drew his attention.

_"Good Morning, Master Prince,"_  greeted JARVIS,  _"It is now 7:30 in the morning. Approximately twenty minutes earlier than previous mornings."_

"Good morning, JARVIS," said Nick as he swung his legs out from his bed and stood up to stretch, "Did anything happen that I should be aware of?"

_"Mister Stark, Doctor Pym, Doctor Richards, and Doctor Ratchet have completed the prototype Groundbridge yesterday evening, sir,"_ replied JARVIS,  _"They are currently waiting for you and the other Avengers to arrive for presentation."_

Nick's eyebrows went up slightly, they finished the Groundbridge already? Though he couldn't really be surprised to hear that the four greatest minds on the Earth finished a portal generator in only a week.

"Tell them I'll be down in a minute," said Nick as he went to his private bathroom to shower, "Just freshening up."

_"Indeed sir."_

* * *

 

**_Avenger's Mansion, Living Room_ **

After a minute in the shower, Nick was fully dressed and walking down to the kitchen to get himself a cup of coffee, there, he found Janet preparing some coffee on the counter and Steve sitting at the table, eating some toast while reading the New Paper.

"Morning." Nick greeted as he walked over to the pantry.

"Good Morning, Nick," Janet responded cheerfully. "Did you sleep ok?"

"Not so great tonight, Jan. But that's not really saying much." The teen hero stated.

"We all have our ways of dealing with our troubles, Soldier," Steve said, glancing away from his paper. "Though some of us talk about it rather bottle it up or use it to tear apart the training room."

Nick looked down as he scratched the back of his head, "Did I really break the room that much yesterday?"

"The mansion was shaking when you were in there and it's still repairing itself." replied Jan as she walked over to the table with two cups of coffee in her hand.

Nick sighed as he grabbed what he needed for breakfast and went to sit down at the table. "Sorry about that. I was training on a higher level that day and I guess I got caught in the moment."

Janet gave the young hero a small smile as she placed one of the cups in her hands in front of the Prime. "It ok, Nick. We're here for you when you're ready to talk."

Nick gave her a smile before noticing the cup in front of him. "What's this?"

"A cup of hot cocoa." Jan replied. "I find it's very good at making people feel good when things aren't so great."

Nick then allowed a brighter, more sincere grin spread across his face as he took the cup in his hands and to a sip of the chocolate liquid. The warmth of the beverage spread through him and he immediately felt better.

"Thanks, Jan." Nick said.

"Anytime, Nick." The heroine responded as she drank from her own cup. After a few sips, Nick nearly forgot something.

"Oh, I almost forgot," said Nick as he set his cup down, "Tony, Hank, Ratchet, and Reed wanted to meet us in the science area of the Mansion. They just finished working on the Groundbridge."

"Sounds cool." said Jan as she finished her own coffee and put the mug in the sink. Nick finished his cocoa and followed her to the Mansion's elevator to the sub levels.

Twenty minutes later, the Avengers were all gathered in the Mansion lab area, in one specific section where six rings stood in front of each other in the center of the room. Each ring was about twenty-seven feet in diameter. Hulk and Grimlock stood the side, not really interested in the science stuff, while Wasp, Jazz, Hawkeye, and Nick stood at the front, most interested in what the inventors had built. Captain America stood somewhere in between, well, closer to the project rather than further away with Hulk and Grimlock.

"What is it?" asked Jan in interest as she looked at the tunnel of rings.

"Well, as you are aware, during the war, the Autobots main mode of transportation was a stabilized short range portal called a Groundbridge," explained Tony, gesturing up to the large rings, "The Groundbridge was able to send anyone through the portal to anywhere on the planet in seconds."

"The science behind the spacial manipulation and transmission is truly fascinating." added Reed, recalling all the work and theories he had but was never really able to create such a piece of engineering.

"Ep, ep, ep," interrupted Ratchet as he saw Hawkeye about to touch a control panel, "Don't touch that. The energy stabilization matrix is very delicate and should not be tampered with by someone with no knowledge of its effects."

"What's the worst that could happen?" brushed off Hawkeye with a wave, however, Ratchet began to list off what would happen.

"Mass displacement trauma, twisted limbs, metal burn," said Ratchet, though he stopped at all the odd looks he received after the last result he mentioned, "well, maybe not that last one."

"Alright, enough messing around," said Nick as he unfolded his arms and stepped forward, "We came to see Groundbridge activate, so let's see it."

Tony nodded while he began pressing a few keys on a control stand he set up right beside the tunnel. After a moment, the rings began to glow white and a swirl of green energy came from the rings. In a second, the energy flowed together and a Groundbridge portal burst to life. The same hum of the portal filled Nick's ears, as well as the Avenger's, though theirs was the first time. Jan looked at the portal in awe with Hawkeye and Captain America. Thor, T'Challa, Grimlock, and Hulk were more impressed but remained composed.

"Nicely done, Tony." complimented Nick as he pat the inventor on the shoulder as well as Hank. Their moment of satisfaction was interrupted when they heard the sound of another portal open up, directly to the right of the first portal by fifteen feet. Everyone looked at the second portal in confusion.

"Uh, is it supposed to create two portals?" asked Jan glancing between both vortexes of energy. The second portal began to move closer to the first and in a matter of seconds, they overlapped on each other, creating a large, violet portal. This portal created a suction effect that caught the Avengers off guard.

"Tony, shut it down!" shouted Nick as he looked at the portal and steadied his footing so he wouldn't get pulled in.

"I know, I got this!" said Tony as he furiously tried to override the system. As intelligent as Stark is, not everything is a push of a button. Despite trying several commands, the portal refused to close and the energy began to become dangerous. Things were looking pretty bad till Hawkeye saw something coming through the portal.

"There's something in there!" shouted Hawkeye as he pointed towards the portal. Nick turned to look into the vortex and saw what was heading right for them.

"No, there's no way!" said Nick as he saw the object getting closer and closer. One second later, whatever it was that caused the portals to overlap, flew right through the Groundbridge, the machine shutting off immediately as soon as it did. The object turned out to be a Military Remote Drone, it flew towards the ceiling in a spiral before it flipped back down to the ground and transformed into a very slender and malevolent Decepticon. Standing six feet three inches the most notable feature was the Decepticon lacked a face plate, only a blank visor. On its shoulders were the Decepticon insignias. From its abdomen, two tentacles shot out and grabbed a hold of Hulk and Thor and bashed them against each other. The Decepticon dropped both bruisers before he turned his attention to Nick and the other Avengers.

"Soundwave." breathed Nick, knowing just how lethal the communications officer was.

"Nick, who's that?" asked Wasp as she shrunk down and flew beside the Prime as he assumed his Nova form.

"Soundwave, Megatron's right-hand bot during the war," explained Nova as he pulled out his sword. Grimlock, Ratchet, and Jazz all got into a combat stance, ready for whatever the con would do.

"Let's talk this out first, he may not know the war is over." suggested Hank as he stepped between the Avengers and Decepticon. This was a really bad move because Soundwave's tentacles shoot out and grabbed a hold of the scientist before the shocked him into unconsciousness. Hank cried out just before he hit the floor, out of the fight. This spurred the other Avengers to engage the TIC.

Hawkeye was the first to attack, shooting an arrow at the Decepticon, but the con merely leaned to the left to dodge the arrow. Black Panther attacked next, leaping at Soundwave from the right, however, the TIC blocked his strike his arms. Black Panther swiped several more times at Soundwave, but each time, his attacks were blocked by the con. The prince then tried to perform a kick, but the TIC caught his foot and threw him into Jazz, knocking both of them down. Grimlock attacked next, swinging his sword down with a roar, but hit on the ground when Soundwave jumped back to dodge the strike.

"You think you're so tough," shouted Wasp as she flew at Soundwave, "well how about these!" She fired her stings at Soundwave, but the mysteriously hit some sort of barrier.

On his chest, a small device transformed and disconnected. It flew around him for a second before flying right at the Avengers, firing red lasers at the heroes. Iron Man flew into the air and returned fire, but the drone was far more nimble and dodged each repulsor shot. It flew around some more till it ducked behind the Armored Avenger.

"JARVIS, where did it go?" demanded Iron Man as he looked around while the other Avengers and single Fantastic Four member engaged Soundwave.

_"Directly behind you, sir."_ warned the AI, but Iron Man did not react fast enough to dodge the drone before it latched onto his armor. Small claws extended as it began to shock his armor. Iron Man cried out as his suit was overloaded with electricity. The thrusters on his boots sputtered out and he fell to the ground. Nova saw Iron Man fall and caught him just before he hit the ground.

"Gah, what was that?" asked Tony as he checked his systems.

"Soundwave's surveillance drone: Laserbeak," answered Nova as he looked up at the drone. Turning his attention back to Soundwave, he knew that the drone would be directionless without its master, "We must defeat Soundwave."

"No kidding!" Said Hawkeye as he leaped to the side to avoid several laser blasts from Soundwave. The Decepticon was amazingly holding his own against the larger and more powerful combatants, but he wasn't a gladiator of Kaon for nothing. And he had a plan to take them all out in one move. He directed his attention to Captain America, after dispatching with Ratchet who tried to flank the con. Soundwave stalked his way to the hero. Before he could get any closer, Cap threw his shield as hard as he could and nailed Soundwave directly in the visor, disorienting the Decepticon.

Looking back, Soundwave flinched as his visor cracked from the blow. This momentary hesitation left him vulnerable to a heavy blow to the back of his helm from Thor. Soundwave fell to the ground before he groggily stood up when suddenly, his limbs were bound by Mister Fantastic who stretched his body enough to hold the Decepticon.

"Stand down, Soundwave." ordered Nova, seeing Hawkeye take Laserbeak out of the fight with a taser arrow. Soundwave made no response as he looked at the Prime, "The war is over. The Decepticons were disbanded by Megatron himself."

At this, Soundwave seemingly went rigid but no one could tell. After a brief moment of silence, Soundwave's visor lit up. "What's he doing?" asked Jan as she flew in front of Soundwave. Nova was also confused till he saw the symbols of the screen. The only time he used harmonics is when...

"EVERYONE, COVER YOUR EARS!" shouted Nova as he threw his hands over his audio receptors, but his warning came too late. From Soundwave, a deafening screech erupted from his speakers, the noise was so loud, it shattered several monitors in the lab area. Every single Avenger clamped their hands over their ears, all of them screaming in pain. Mister Fantastic unraveled from the Decepticon, also in the same amount of pain. The only one standing and somehow tolerating the noise was Nova. After a minute, each Avenger passed out from the pain of the noise, Nova was very close to passing out before Soundwave stopped.

"Soundwave..." said Nova as he fell to his knees. The Decepticons response was to use one of his tentacles to latch onto the back of his helm with the small tendrils that emerged from the center of the tentacle. Not many Autobots or Decepticons know this, but Soundwave's tentacles can function just like a cortical psychic patch. Soundwave sent several commands to his systems, images of Nova's past flying by on his screen; a sign that the patch was successful. It was simple, really. All he had to do was copy and paste what he found in the Autobot's mind, and now her entire history up until now was relayed for him to see. Uninterested in the majority of it, he simply skipped the senseless till he came to parts of Optimus Prime's memories of what happened in the past. Soon, he found his first major discovery about Megatron and the Decepticons.

The battle that ended with him trapped in the Shadowzone went shorter than he anticipated, and its outcome angered him into a tranquil, unexpressed fury. Megatron was slain in that battle, as he saw through Optimus' eyes; impaled through the chest by the Star Saber, the weapon itself wielded by Bumblebee. Upon having his spark snuffed and going offline, Megatron fell from the deck of the Nemesis, and into the earth's atmosphere.

Soundwave prepared to shut off the patch when something new suddenly came up. Skipping forward a week, he saw Optimus and his allies were now standing on the restored, but almost completely uninhabited Cybertron... with what appeared to Megatron, unbelievable as it was. What the Autobots spoke said that this new figure was Unicron, but as their battle and brawl with him concluded, all of Optimus' thoughts returned to designating him by his master's name. Intrigued, Soundwave let what he believed to be the final scene play out.

_"Your new battle armor will take things to the next level my liege!"_  the nearby Starscream spoke in his usual sycophantic manner, admiring the new, upgraded look their leader bore, as Optimus and nearly all of his followers watched as well.  _"Together we will reunite all Decepticons, and once again grind Cybertron under your mighty heel!"_

_"No!"_  Megatron suddenly bellowed. A twinge of surprise overtook Soundwave, and he paused the screen when he heard the word his lord spoke. Regaining his unseen composure, he resumed.

_"What? Why?"_  Starscream asked, bringing up the same question Soundwave wanted to speak. Megatron then walked several paces away, and faced Optimus Prime, staring at him with his red eyes for a good few seconds before finally speaking.

_"Because I now know the true meaning of oppression... and have thus lost my taste for inflicting it."_  he finally said, in a light, but serious voice.

Starscream laughed uneasily.  _"You've... clearly been traumatized master. A good power down and a stroll around the smelting pits will put you back in touch with your inner warlord-"_

_"Enough!"_  Megatron roared, shaking his fist in a way that caused his second-in-command to flinch. From behind the monitor, Soundwave began to visibly tense up and even tremble slightly; showing off more emotion in five seconds than he had previously shown in years, and absolutely dreading what he knew he was now going to hear next. And then Megatron spoke a final time.

_"The Decepticons are no more, and that is final."_

* * *

 

Nova groaned, holding his helm. He didn't know how long he was about, but he did not know he would be feeling pretty sore for a few hours. At the same time, the other Avengers and Fantastic Four leader were waking up. Iron Man was the first back to his feet, his mask retracted so he could look everyone in the eyes.

"Ugh...is everyone okay?" called out Iron Man, holding his head as his brain throbbed in pain.

"Ask when my ears aren't ringing." replied Hawkeye dryly while he held his head. Nova was back to his feet in a few seconds but he suddenly realized they were missing one person.

"Where's Soundwave?" called out Nova looking around. The other Avengers glanced around the room. Till JARVIS spoke up.

_"Soundwave is currently in the outside hallway to the infirmary. However, I must warn you that his behavior is peculiar at best."_ informed JARVIS from a small terminal in the wall. This confused the Autobots and some of the Avengers: What did JARVIS mean by peculiar? Walking out of the science area, the Avengers and Mister Fantastic began to head for the infirmary, Hawkeye with his bow and arrow ready, Captain America with his shield, and Wasp shrunk down to her small size. As they got closer to the hallway, they began to hear some sort of clanking sound.

It only grew as they got closer to a corner to the infirmary. Nova went first jumping around the corner, sword raised, but he was not ready for what he saw. Standing in the hallway, Soundwave stood facing the right wall, repeatedly banging his head against the wall, replaying the same thing over and over.

_"The Decepticons are no more, and that is final."_

_"The Decepticons are no more, and that is final."_

_"The Decepticons are no more, and that is final."_

Nova was so surprised, as were the other Avengers and Autobots who knew of Soundwave. Nova turned back to Nick and walked over to Soundwave. "Uh, Soundwave?" asked Nick, stopping just a foot away from the Decepticon. Soundwave stopped his self-harming action when he banged his head against the wall once more but was just leaning one it. He shifted slightly as if to glance at the teen to acknowledge him.

Judging from his behavior, Nick could guess that the one thing responsible for this is Soundwave's undying loyalty to Megatron. He dedicated his entire life to his master's cause, pretty much everything that went through Soundwave was somehow related to the Decepticons. With his drive now gone, and his master officially no more, Soundwave didn't know what to do; he had no purpose.  _'No, it's not over for him yet.'_ thought Nick as he looked at the Decepticon.

"Soundwave, could you please come with us?" Asked Nick, holding his hand out for the Con. Soundwave remained motionless for a second before he stretched out a thin hand and took the teens. "Ratchet will look after you for the moment. The Avengers and I need to talk."

Soundwave nodded as he glanced at Ratchet. The Doctor looked at Nick, preparing to protest, but when he saw the look in the teen's eyes, he saw that Nick was actually concerned for Soundwave. Ratchet huffed as he lead Soundwave into the medical bay where he will be held till further notice.

Seeing them leave, Nick directed his attention to the Avengers. "I call for an emergency meeting. Now." requested Nick briskly as he began to head for the Assembly Hall. The other Avengers looked at Nick completely confused. What was so important that Nick would call a meeting with all of them?

* * *

 

In the Assembly Hall, all the Avengers were gathered for Nick's emergency meeting regarding Soundwave. Ever since they found the Decepticon, Nick had gone through a whole new change, at first, he was completely weary of the Decepticon, but after seeing the results of finding out that his cause and purpose are gone, Nick had become pretty sympathetic.

"What's this about, Nick?" asked Tony as he sat down at the table.

"It concerns Soundwave and what we should do with him." answered Nick as he sat upright and with a sincere tone.

"Well, don't we just put him in jail? I mean, he is the bad guy." suggested Jan as she thought it was as simple as that. However, Nick shook his head.

"We can't really do that considering the only crimes he committed during the war were speculation and spying at best, which would only amount to a few years." replied Nick.

"Didn't you say Soundy broke into a bunch of Government facilities here on Earth when the war moved?" pointed out Hawkeye, a little sore that he missed the Decepticon.

"Again, any crime he did commit is complete speculation, no hard evidence that he did do such a thing." said Nick, overruling Hawkeye's suggestion.

"He is a war criminal without a record," surmised Cap, though he uses the word 'criminal' loosely for what he suspects Nick has in mind, "But I get the feeling that instead of carting him off, we give him a chance to redeem himself."

"Yes." said Nick as he leaned forward. As a Prime, Nick needed to believe that everyone has the capacity for change. If Megatron was willing to lay down his weapon for the greater good, then so could Soundwave. Thor on the other hand was still weary of the Decepticon.

"How can you be certain of this Soundwave?" asked Thor, raising a valid point in his next sentence, "If he is truly as loyal to his master as you say he is, how can you be certain he will not betray us?"

"Soundwave's loyalt to Megatron is exactly why he won't betray us." explained Nick, earning several confused looks from the Avengers.

"I don't get it." said Jazz, voicing the words of Jan, Tony, Grimlock, and Hulk.

"Soundwave has dedicted his entire life to the Decepticon cause and by proxy, Megatron," said T'Challa, seeing where Nick was going with this, "With his master in exile, and the Decepticons officially disbanded, Soundwave has no resources to use against us. Much less, he has no purpose."

"Which is where a new beginning can be offered," said Hank, realizing just what Nick wanted to do," But what about SHIELD? You know they would never allow a known war criminal go about unsupervised or under special custody."

"I never said he was going to join the Avengers, and yes, SHIELD would likely have a fit about that. So I propose that we allow Soundwave to join SHIELD." offered Nick. While a few members like Jan, Tony, Hank, and even Jazz to an extent, were not comfortable sending Soundwave to the spy organization, they saw that there was no real way around this.

With all the information on the table, Captain America took the floor, "All in favor for Soundwave joining SHIELD under a probationary status?" Nick, Hank, Thor, Grimlock, Black Panther, and Cap himself, voted for, "All opposed?" Tony, Jan, and Jazz raised their hands while Hulk just decided not to vote at all.

"Then it is decided, but the true choice is up to Soundwave." said Nick as he stood up and left the Assembly Hall to head for the Infirmary.

In the medical area, Ratchet was just finishing repairs to Soundwave's cracked visor, thanks to Captain America's shield. While he was not comfortable being in close proximity with the Decepticon after his last encounter, it was his duty as a doctor to help everyone in need of medical attention.

He was just finishing the repairs when Nick walked into the Medical room. The doctor turned to the Prime, seeing the look in his eyes, knowing that same look that Optimus had whenever he attempted to persuade a Decepticon to choose the right path.

"I assume you wish to have a moment with Soundwave?" inquired Ratchet, already knowing the answer.

"I do," said Nick as he looked at Ratchet, "Could you give us a moment?"

"Very well." huffed Ratchet as he left the medical room, leaving Nick and Soundwave alone. The Decepticon TCI sat up on the examination table, his screen blank and his movements nearly invisible. The two stared at each other for a moment before Soundwave's screen lit up and a clipart image of jail bars and a question mark appeared.

Nick shook his head, "No, I'm not going to send you to jail." The bars vanished, but the question mark remained, unsure of what he meant.

"Putting you in jail would not benefit anyone, and we lack the resources to send you to Cybertron at the given moment," explained Nick, the question mark blinked in and out, as if to ask what he planned to do, "Soundwave, I have an offer for you. Instead of being held in a cell, I believe you may payback your crimes against Cybertron and against humanity by way of community service."

Soundwave cocked his head to the side, not sure of what he was going to do, "There is an organization called SHIELD. The specialize in handling threats that go beyond the norm, and I believe you may be able to help them stop some threats." Nick glanced over his shoulder for a second before he spoke to Soundwave, this time in Cybertronian dialect.

**"However, SHIELD has some questionable methods to handle these threats and they have become more and more interested in Cybertronian technology and biology. I ask, no, I plead for you to help keep an eye on SHIELD and keep me updated with any developments within the organization. But the choice is yours, Soundwave."**  Nick concluded with a hard look, something that Soundwave had seen in Megatron when he was giving orders. While he did not enjoy the company of humans, given that the two human children trapped him in the nether realm for nearly three years, he knew that an opportunity like this would not pop up again.

After a tense minute, Soundwave nodded, agreeing to help aid SHIELD but also keep an eye on them. Nick nodded in thanks, incredibly grateful for the Decepticon agreeing to help humanity.

"Thank you, Soundwave." Said Nick as he held his hand out. Soundwave looked at the hand for a moment before he reaches out and took the appendage in a sign of agreement. Now all Nick has to do is talk to someone in SHIELD, and he knew just the person.

* * *

 

**_SHIELD Helicarrier, Shooting Range_ **

On board the SHIELD Helecarrier, hundreds of SHIELD Agents carry out various tasks aboard the flying base. Most were filing field reports or preparing for their next mission. But during those quiet moments in between, most agents decide to hone their skills in the various training facilities on board.

That was what Agent Carol Danvers was currently doing during her spare time. The young woman was standing alone in the shooting range aiming her gun at the target, which was designed to look like the dark silhouette of a man with various markings on them with targeting scores, giving people a goal on where to hit them. Carol fired another three shots punching holes through the eight ring and the edge of the nine ring to the target. She stopped to reload her weapon and prepared to fire again when a familiar voice sounded out.

"Little off center wouldn't you agree?" said Nick as he entered the room.

Carol jumped at the sound of his voice and stared at him with a shocked expression as he casually strolled into the empty shooting range as if he belonged there.

"Nick? What are you doing here?" She asked, slightly panicking as she rapidly looked around the room, making sure they were alone.

Nick smirked as he casually walked up to her. "Is it a crime to want to say hello to a good friend at work?"

"No, I mean how did you get in here?" Carol asked.

"You'd be surprised how stealthy I can be when I want to," said Nick as he pulled out a visitor pass, "Plus, I got permission."

Carol rolled her eyes and sighed at her friend's explanation. "Nick, while I'm happy to see you, this is my job. You can't just show up whenever you want. If you want to hang out, call first. Cause right now I just want to…" she cut herself off as she swiftly aimed her gun and fired another round of shots, grouping a cluster in the silhouette's head.

"Would be more of a challenge if they were moving." said Nick after the gunshots rang out. He didn't bother to cover his eyes because he was used to the sound of gunfire from training.

Carol once again sighed at her friend's antics, but then a thought came into her mind and a sly grin spread across her face. Placing her gun down on the table, Carol then pushed a button on the console to her left. Immediately the target silhouette moved forward until it was right in front of her, she then pulled down the old target and replaced it with a steel target.

"Okay, Nick. You show me how it's done." Carol challenged, placing the gun in front of him.

Nick looked a little surprised to hear the challenge but took the challenge regardless. He stepped up to the stand and took the fire arm. Nick was more familiar with Cybertronian weapons, which had a much different handle to them so he had to get used to the change.

He then angled his body to the side and held the weapon in on hand as he stretched out his right arm, with one eye closed. Carol smirked as she shook her head "It's not a duel, Clint Eastwood. Here..."

She then moved as stood closely behind him, making the teen Prime blush slightly. She placed her hands on his hips and moved him into a correct stance. "Square off to target. Feet shoulder-distance apart. Okay…"

She then moved to his arms and positioned them on the gun. "Gauntlet your right fist in your left palm." She instructed.

However, with her close proximity to him and when her hands brushed against his, his hands reflexively clenched, squeezing the trigger, causing the gun to go off, nailing the target directly in the head.

"Huh," said Nick as he saw that he got a head shot, "Not bad, but sorry if I shot too soon."

"Yeah, well, you know we could always just cuddle, Nick." Carol suggested in a flirtatious tone, leaning into Nick with a cheeky grin.

Nick immediately started laughing as he faced his grinning friend, "Real hilarious, Carol. Plus a great smile too. Nice."

As soon as that was done, Nick faced the target again, and opened fired. Each bolt of energy struck the head of the target each time, sparking in pretty much the same exact place.

"That's good." said Carol, noticing that Nick had a definite skill with firearms.

"I'm trying," said Nick as he readied another shot, but before he pulled the trigger, "Hey, Carol, remember when you said that in order to join SHIELD by one way, you needed a specific set of skills?"

"Yeah?" replied Carol, partially wondering if he had considered joining SHIELD, "You thinking on signing up?"

"I'm not gonna lie and say that I hadn't considered it," sighed Nick as he fired a few shots at the steel target, "But I have a friend who may be able to join."

"Who's that?" asked Carol, her smile fading when she found out that Nick wasn't the one joining.

"Well, I was wondering if you could talk to Fury so he could meet him in person," said Nick as he lowered his stance to face Carol, "please?"

Carol grunted as she faced forward, her eyes then caught sight of his target, seeing the impressive shots, but she had an inkling that Nick was more skilled than that. Then a sly grin, etched across her lips as she glanced at the teen hero.

"Tell you what. You put the whole clip into the target's head, and I will personally get Fury to talk with you." She said, confidently. Gesturing to the small head at the end of range, an area that even she could only hit more than four times on a really good day.

"You will" Nick asked, in a serious tone.

"Yeah." Carol confirmed.

"No, take backs?"

"Nope."

Nick smirked happily as his right hand shot out to the side, aiming directly for the target and open fired. Nick was still facing Carol when he started, but each shot hit the target's head perfectly, in the exactly same spot. The continued pounding of each shot caused the metal to begin to glow and the clip wasn't even empty yet. Nick kept firing, each shot striking the target till the gun clicked empty and the Prime lowered the weapon to look at his handy work. Carol's confidence vanished instantly when she saw his perfect aim. Nick pressed a button and brought the target towards him to inspect it himself.

Carol's jaw dropped when she saw that Nick had actually carved a hole right through the target's head. He was more than just a good shot, Nick could probably Hawkeye a run for his money.

Caol shot Nick a glare as he put the gun down on the table, a proud grin on his face. "I had a pretty good teacher, who also happens to be a SHIELD agent." said Nick as he folded his arms smugly. But his smugness dropped for a more serious tone, "But you are going to talk to Fury, right?"

The SHIELD agent, grumbled as she started packing away her gear. "Yeah, yeah I;ll talk to Fury." sighed Carol in an annoyed tone. She mentally kicked herself for allowing herself to be played like that. She stopped as the steel target stopped in front of her and looked up at Nick's score. Why did she let him play her?

"Thank you, Carol," said Nick gratefully, but his tone turned confused, "But who's your friend on the ceiling?"

Carol gave Nick a confused look till she heard a quite giggle as a woman descended from the ceiling. She had raven hair and was stunningly attractive. And around Carol's age of 18.

"So, you're Nicholas Prince," said the woman as she grinned at Nick, she then turned to Carol with a smile, "He's cute."

She wore the same type of SHIELD uniform as Carol only her was a little more form fitting. She had flowing black hair that hung freely from behind her back. Eye eyes where green and her full lips were currently in a joyous smirk as she looked at her friend.

"Jessica?" said Carol, in a surprised tone, "What are doing here and how long were you up there?"

Jessica shrugged. "Well, I was going to ask if you wanted to get some lunch at the cafeteria after you were done. But then this hot piece of eye candy walk in before me so I hid on the ceiling to see what he wanted with you." The fellow SHIELD agent's grin then turned playful as she poked Carol's shoulder and then looked at Nick, "Soooo… How long have you two been going out?"

Nick and Carol immediately blushed at the question, "We're not dating." they both said in unison, but looked at the other for a second.

"We've just been hanging out, nothing more." said Nick as he picked up.

"Exactly." said Carol, agreeing with Nick.

"Come on you two, the pair of you practically lit up the second you saw each other." Jessica pointed out, making Carol blush even brighter while Nick scratched the back of his head, "Plus, the Carol Danvers I know would never have fallen for that bad act. Especially from a guy."

"I do not like him that way, Jess." said Carol, Nick had to agree, while he did enjoy Carol's company, he was more comfortable with a friendship status than a relationship.

Despite her friend firm tone, Jessica's expression remained unaltered. "Well, if you're not going to ask him out. Can I?"

"JESS!"

Jessica had to bite her lip to keep herself from bursting into laughter after Carol's outburst. This only made Carol groan in annoyance as she tried to get over her embarrassment. Nick meanwhile held his hand in his head.

"No offense, Jessica, but I've got one other woman who has been hitting on me the second I joined the Avengers." Said Nick as he remembered Amora constantly hitting on him when he was captured by the Masters of Evil. Carol sent Nick a look wanting to know what he was talking about but the Prime shook his head, "Don't ask."

"Alright, well, I'm going to talk with Fury and see if I can get that talk with you," Nick nodded, thanking Carol. The blonde then turned to her friend, "And please, Jess. Don't tell anyone about this."

"Don't worry, my lips are sealed you two," said Jess in a cheeky manner, causing Nick to shake his head while Carol rolled her eyes, "Now go find Fury."

Nick and Carol both nodded and were about to leave the room when they saw they were not alone. Standing in the doorway was a woman around her late 20ies wearing a jumpsuit similar to the one Black Widow wore; only this one was white with a black utility belt and weapon holster. She had long blonde hair that was tied into a ponytail and light brown eyes.

Seeing the Agent in front of her Carol immediately snapped into an attention position.

"Agent 13, ma'am." Carol saluted to her superior officer. Jessica did her own half-heartedly salute alongside the more serious Agent Danvers. Nick looked at Carol and Jessica for a moment before turning his attention to the woman, now identified as Agent 13.

"Agent Danvers, Agent Drew." greeted 13 with the same salute as she walked up to the barricade of the shooting range to get her gear ready. "So who is this and why does he need to speak with Director Fury?"

"This is Nicholas Prince," said Carol as she gestured to Nick, "he works alongside the Avengers. He wants to speak with Fury about an application into SHIELD for an ally of his."

Agent 13 looked at Nick for a moment, "So who is it that wants to join SHIELD?"

"That's... classified." said Nick after a moment, "But I would like to speak with Fury. You wouldn't happen to know where he is?"

"Fury is in the bridge right now." answered 13, but after a brief moment of silence. She then turned to Carol, "Agent Danvers will escort you there."

Carol gave a near invisible confused look but turned to Nick. "If you would follow me." Nick nodded and began to follow Carol to the bridge, leaving 13 and Jessica alone for a moment. Agent 13 turned to Jessica, a small smile on her lips.

"They like each other don't they?" asked 13. Jessica giggled as she nodded.

"Denial is the first step."

* * *

 

On the bridge, Fury was busy coordinating SHIELD's assets, making sure everything was kept in order, and making sure all Cybertronian assets were kept on the strictest need to know basis. As he was monitoring a few systems, he heard the doors to the bridge open.

"Director Fury," greeted a familiar voice. Fury turned around to see Nicholas Prince walking in with Agent Danvers, "I was hoping I could speak with you."

"As much as I would like that talk, I have a few things that need my immediate attention." replied Fury dismissively, but Nick was far from giving up.

"I have a Cybertronian who's willing to join SHIELD." said Nick smugly, gaining Fury's attention right there and then.

"Hill, you have the bridge." said Fury as he addressed his second without turning to her.

"Yes, sir." said Maria as she stepped up to the podium where Fury would regularly stand when he was on the bridge. With his second in temporary command, he gave Nick his full attention.

"Just who is this Cybertronian who wants to join SHIELD?" asked Fury as he stepped towards Nick.

"He's an expert hacker, main surveillance officer during the war, and more than adept when it comes to sonic manipulation." said Nick, giving a description of the bot, but not a direct name.

"His reason?"

"He has some history with a few of the Autobots in the Avengers," answered Nick but shook his head, "He wants to do his part to help out now that the war is over."

Fury mulled the information over, a part of him thought the Prime might be playing him. He wasn't one for joining SHIELD, so why was he alright with allowing another bot to join? Did the kid know something he wasn't aware of? His trail of thought was cut off when Nick spoke up.

"If you don't want him to join that's perfectly fine." said Nick sincerely. Now Fury knew that the kid was smart, but was he smart enough to know Agent Danvers is spying on him and attempting to sway him into working for SHIELD?

"I need to meet this bot before I make a decision." said Fury as he looked Nick in the eyes. The teen nodded before he took out his Avengers card.

"You're cleared to come in." said Nick into the card, a beep of acknowledgment returned. That's when the doors to the bridge opened up. A few agents working in the bridge stopped whatever they were doing to see a very dangerous Cybertronian. Carol also had the same look of shock when she saw the Cybertronian, Nick had told her dozens of stories regarding him, but in person, he was far more intimidating and just creepy. Light foot steps echoed through the bridge. Fury glared at Nick, seeing the teen smirk before he turned to the Cybertronian.

"Director Fury, I have the pleasure of introducing you to the former Decepticon Spymaster and TCI," said Nick as he held his hand out to the Decepticon, "Soundwave."

**_TO BE CONTNUED..._ **


	12. 459

**_Chapter 12: 459_ **

Over a vast sea of tall trees, flew the Avengers Quinjet. The high-tech aircraft calmly glided over the conifers as it made its way to its destination. Inside its occupants were casually going about their business.

Ant-Man was sitting in the co-pilot seat, messing around with some formulas to pass the time. Wasp sat next to him in the pilot seat, after weeks of begging and begging, Tony finally gave in and gave Wasp a quick lesson in flying the Jet with the help of Nick. After several near crashes and an almost decapitation of the Statue of Liberty, Wasp finally got the hang of flying and actually became pretty good at it.

This left Nick to sit in the passenger section of the aircraft. Not that he was complaining, in fact, the Prime used the time to help keep a promise to a friend. Currently, the teen Autobot had a holographic screen pulled up and was video chatting with said friend.

"And you're sure this accurate?" asked Skye from her end of the call.

Nick nodded while pulling up some files. "I am, besides Skye, you know me better than that."

Skye smiled for a brief moment. "Yeah, I really should. But, seriously…"

"I understand," Nick replied, putting on a serious face. "This was everything I was able to get on you from the SHIELD archives. If I dug any deeper they might have detected me, Teletran could only get me in so far. Most of it is blocked out, but perhaps you'll be able to get something from it."

"Thank you, Nick," said Skye gratefully, "You have no clue how important this means to me."

"I'm glad I can help," said Nick with a genuine smile, "Oh and how is Soundwave doing in SHIELD?"

Skye's expression turned slightly from gratitude to a sly grin, "Well, let's say that a certain agent has been trying to break the guy's shell." Nick laughed out loud at that, knowing that Skye was talking about Jess.

"She's wasting her time, Skye," said Nick as he composed himself, "Soundwave is a master at keeping his emotions in check. Rumor had it during the war he actually found a way to delete his emotions in order to improve his processing speed."

"Oh wow, that is dedication to hacking," said Skye in amusement. Ever since Soundwave joined SHIELD, things had surprisingly gone well for the TCI. At first, everyone was a little weary about a Decepticon being among them. But when Nick explained that Soundwave's loyalty to Megatron is the reason why he wouldn't betray them, that helped ease some of the tension. The TCI had actually become somewhat of a mentor to Skye, helping improve her skills. It was also at SHIELD did Soundwave try out his human form. He stood at exactly five feet seven inches, he had a slim but toned build, jet black hair, and a strong facial appearance. Laserbeak was also able to turn into a hawk, one colored black with some hints of red. Soundwave's choice of attire consisted of a black trench coat the stretched down to the back of his legs, right about the same level as his shins. He wore a pair of sunglasses that completely shielded his eyes. If some agents were honest, Soundwave looked kinda like Neo from the Matrix, "Thank you, Nick."

"Take care, Skye." said Nick, noticing that he and the others were about to arrive at their destination, "I've got to go, hope you find what you were looking for."

"Thanks, Nick. And good luck at whatever it is you're about to do."

Nick nodded as he ended the call before getting up from his chair to head to the front of the Quinjet. He heard part of Wasp's and Ant-Man's conversation from the back.

"I'm just saying it doesn't always have to be work, work, work," Wasp said to Hank, "We can take a break. Get away and relax. Have some fun." She suggested as she put the jet into a decent onto the landing platform.

"Science is fun." Ant-Man simply replied as the jet touched down on the ground.

"Not the fun she was thinking." commented Nick in a cheeky manner, and was met by an elbow to the side from Wasp as she gave the young hero a glare, telling him to shut up.

The size-changing heroin then crossed her arms as she and Nick followed Hank down the ramp of the jet to the platform. He still had no idea why they were here or who called them. Only that Wasp said that it involved space and that he should come. From that point onwards it was Janet trying to convince Hank to spend time with her and Hank, as usual, is completely oblivious to her. Sometimes you had to wonder whether the man was really that dense or was just simply not interested in her.

As the trio walked down the ramp, Wasp crossed her arms and looked angrily to the side. "Maybe Tony will go with me." She loudly mumbled.

Nick wasn't sure what to be more surprised at. That Jan was actually playing the jealousy card or that Hank actually fell for it.

Ant-Man immediately stopped in his tracks and glanced back at Wasp. "Tony? Why would you ask Tony?"

"You mean besides from the good looks, money, and super armor." A familiar voice called out.

Nick's eyes immediately went wide, while Wasp smiled. Standing at the end of the platform, with her red scarf wrapped around her neck, hands on her hips and a bright smile on her face, was none other than Carol Danvers.

"Carol!" Wasp yelled happily as she rushed over and embraced the young agent with a hug, which Carol happily returned. "I'm so glad you called. I've missed you."

"I missed you too, Jan." Carol replied. Over the last couple of weeks, Wasp had told Nick that she had been spending some 'Girl Time' with Carol. At first, he just thought that Janet was once again trying to embarrass him but it turned out that she was simply being friendly. But a genuine friendship had formed between the two women.

Once Jan broke the hug, Carol looked over to Nick, who still had a surprised look on his face. Carol blushed as she stroked a lock of hair behind her ear. "What are looking at, Nick. Do I have something on my face?"

Nick shook his head, a blush of his own forming on his face. "Uh… No, it's nothing. I'm just surprised to see you that's all."

"Didn't Janet tell you I was the one who called?" asked Carol with a raised eyebrow.

"No," said Nick in an annoyed manner as he sent a glare to Jan who was watching the scene unfold, "she failed to mention that it was you who sent the call."

Carol shot a similar glance at Wasp, but then cleared her throat and returned to her usual formal tone. "While I'm happy to see you, Nick… And you too, Jan. But actually, Hank's the one I need to see," The SHIELD Agent stated, gesturing to the Scientist, "I need his help."

"Really?" All three Avengers said in unison. Wasp had confused look on her face while Hank has an excited expression plastered on his face. Nick's own expression was more neutral but still depicted some surprise.

Carol then gestured for the group to follow her, Hank immediately followed while Nick and Wasp held back for a second. Wasp took a step forward only for the Prime to grab her shoulder.

"Why exactly did you refrain from informing me that Carol was the one who sent that message and would also be here?" His tone was more in his Prime attitude, wanting to convey his message.

Wasp simply smirked as she tussled her young friend's hair. "I just wanted to see your reaction. It's so cute how you two get flustered around each other."

"Ugh, you're just as bad as Jessica." groaned Nick while Jan giggled and gave the Prime a one armed hug as they followed the others into the building. They group walked up a passage of stairs before coming into a large open room, with several high-tech pieces of equipment set up around the area. On the far side was a large monitor station, with various screens and buttons.

The heroes all looked around the area in awe at the sight. Wasp, however, looked a little confused. "Wait, what's the place again?" She asked curiously.

"Try to keep up, Jan," Hank replied in a superior tone, as he walked towards the monitor. "This is a joint military/SHIELD facility working with one of the most advanced space-based telescopes ever designed."

"Impressive." commented Nick as he looked around the site. he then noticed Carol walk over to a chair that was turned away from the group. He then noticed a person sitting in the chair and as Carol approached the person, the chair turned, revealing a young man, presumably in his early twenties. He had a strong build and wore a navy blue military uniform. He had black hair and green eyes.

"And this is Dr. Philip Lawson, our lead scientist." Carol introduced. Nick noticed the look the two shared. For a very brief moment, he felt a knot tighten in his stomach. He didn't know why, but for some reason, he was very aware of the way Carol looked at him.

 _"Nick's jealous! Nexus, get the camera!"_ shouted Amalgamous while laughing at Nick's expense. Out of all the Primes, Amalgamous is likely to be the most relatable, given his childish behavior and personality. Nick mentally groaned before resuming his attention to the current meeting

"I can't begin to tell you how pleased I am to meet you," Lawson said as he eagerly shook each Avengers' hand. "Agent Danvers has told me a lot about you."

"It's nice to meet you as well, but I can't say that Carol talked a lot about. Likely due to SHIELD secrecy and whatever." replied Nick, adding that last part as to not make Carol look mean but more conscious about her job.

After the introductions, Wasp quickly scooted over to Carol's side and leaned over. "Ooh, he's cute." She whispered loudly.

This immediately caught the attention of Hank as he glanced over to see Wasp throwing a flirtatious wave and wink in the Scientist's direction.

Carol watched the heroin's antics and rolled her eyes. "Subtle, Jan."

"Yeah, you might as well wear a shirt that says 'I'm Easy'." Nick commented lightheartedly. This immediately earned a giggle from Carol and a blush on Jan's face.

Carol then quickly composed herself as she walked up to the monitor. "This is what I wanted to show you, Hank." She then stopped and turned to Nick. "Actually, you might want to look at this too, Prince. Your expertise in this may help us."

Nick wasn't sure if he should be complimented or surprised by the fact that Carol asked for his and help and referred to him as an expert on a subject. One way or another, Nick felt his confidence return with a boost as he approached the group to join them around a bunch of monitors.

"We're linked to SHIELD's orbital telescope." Carol explained as the screen pulled up several images. The group watched as Carol explained. "It spotted the object a few days ago. The team here thought it was a comet at first, but it was moving faster than anything they'd ever seen.

We're trying to get a better look at it."

As she spoke, Dr. Lawson sat back down in his chair and typed a few commands on the keys. The screen then showed a scene of a glowing, purple, diamond-shaped object that was zooming across the void.

"Live feed from the telescope is coming in now." He explained. "The data stream is on the monitor to the left, Dr. Pym."

Hank looked at the data presented and placed his hand on his chin. "Mmm, what're you thinking, Carol?" he asked the young Agent.

"I think it's extraterrestrial." She instantly replied. "But since I'm not a fan of everyone thinking I'm crazy, I wanted an expert opinion… Yours." While she may have been answering Hanks question, she was looking at Nick when she mentioned expert opinion.

However before he could say anything, Wasp stood forward and addressed the SHIELD agent. "Whoa, wait. Aliens? That's just crazy." She said in a dismissive tone, crossing her arms like it was the most absurd thing ever.

"What does that make me, or Jazz, Grimlock, Ratchet, and Soundwave?" asked Nick as he gave her a quizzical look.

"Oh no," said Wasp as she put her hands up, "I didn't mean it like that."

"So what were you inferring?" asked Nick as he began to glare at her while crossing his arms.

"I… Uh… There's no right answer, is there?" Wasp said, addressing Carol.

"Nope, you've dug that hole way too deep." Carol confirmed, smirking as she did.

While that was going on, Hank continued to analyze the numbers. "Hmm, the composition includes several unknown elements, but nothing suggests anything biological. Nick, what do you think?"

Nick removed his attention from Carol and Jan and approached the screen to have his own look at the object. "I can't say for certain," said Nick as he cupped his chin in one hand, "I've been around a few aliens when I was on Cybertron, but only briefly," that last statement caught a response from Lawson as he removed his attention from the monitor and eyed the Autobot Avenger while he spoke, "But if the Prime's taught me anything, it's when an object is moving far too smoothly to be alive."

Hank nodded. "True. And I'm not seeing any evidence of intelligence."

Suddenly the object jumped off screen as the camera tracking it, quickly readjusted itself to see the object, revealing it to be heading straight towards the telescope.

"Never mind." Hank said, as his eyes widened.

"Hey, it turned." Jan's commented. "It looks like it's coming right at…" she didn't finish her statement as the object, grew on the screen until it took up the whole area and then the camera cut out leaving nothing but static.

"What just happened?" Wasp asked, slightly worried.

Lawson typed in a few keys before answering. "The object has crashed right into the telescope."

"That is not good." Stated Nick.

"And that's worse." Hank announced, pointing above them. The other followed his gaze and their eyes widened as an ominous purple glow, illuminated above them.

Suddenly the glowing object flew right past the observation deck and proceeded to collide directly into the satellite dish that was next to the building, destroying it instantly. The group watched in shock as the lights and monitors all went dead and the object, preceded to crash in the valley below.

Dr. Lawson's hands flew over the controls as the lights began to flicker and the monitors flashed images. Agent Danvers immediately ran over to the Scientist and leaned over his chair.

"Philip, what's happening?" she asked.

"One of the radar towers went offline," Lawson explained. "It caused a surge which blew back into our systems. I'm trying to reroute power."

"Went offline?! Something blew up!" Wasp cried out in a panicked tone.

Hank, however, remained calm in all the commotion, along with Nick. "Whatever disabled the orbital telescope just made Earthfall. I'd estimate about three and a quarter miles from the observatory."

"That can't be a coincidence." stated Nick. Carol nodded as if thinking the same thing. She then left her position near Lawson and ran off to one side of the room.

Wasp in the meantime turned her attention back to the Scientists. "So what are we saying here? We're under attack?"

"I'm not saying that." Hank defended.

"I am," Carol called out. The group turned to see her holding a SHIELD rifle in her hands. She smirked as she cocked the weapon, "Who's up for a little first contact?"

"I'll come as well," said Nick as he approached the exit, his body already expanding in size, "You could use a little muscle."

* * *

 

A few minutes later the Heroes and SHIELD Agent started making their way to the crash site. Nova and Hank decided to travel to the site by air, the Prime had brought his trailer along just incase, while Carol and Wasp rod together in Carol's new all car. An all-terrain model and a suitable replacement for the one that was destroyed during her encounter with Fracture.

As the vehicle tore through the forest, Carol took the time to have some much-needed Girl-talk with Wasp.

"You're being horrible to him. You know that, right?" She commented as she drove.

Wasp looked at her with a confused look. "Who?"

"Hank, genius. You can tell he's upset." Carol stated as if it were obvious.

Immediately Wasp grumbled as she folded her arms. "Oh, no. See you actually have to have emotions before you can get upset." The size-changing heroine stated.

Carol sighed as she glanced at her friend. "Jan, you have to know that you got him wrapped around your finger."

"Whatever," Jan said, clearly not believing her. "From day one it's been strictly business. Well, strictly science."

"Yeah, well, if you keep playing your little jealousy games with him, he's gonna strictly hate you." Carol pointed out.

"Well, that'd be better than not getting noticed at all," Wasp admitted gazing out the window. She then noticed the shadowed outline of Nova in the night sky and a sly smirk spread across her face, "You know, I think we've talked about my love life long enough. Let's talk about you."

"Me?" Carol said, Wasps words catching her off guard. "There's nothing to tell, Jan."

Wasp raised an eyebrow. "Really? What about a certain Prime that you've been seeing on a regular basis?"

At this point a small blush form on the teen Agents face. "If you're referring to Nick, then you're barking up the wrong tree, Jan."

"Come on Carol it's so obvious you like him. Why don't you just admit it?"

Carol kept her eyes face forward as if pondering what to say next. Then the young woman's expression changed to an expression that can only be described as guilt.

"It's complicated." Carol said dejectedly.

Seeing this sudden change in attitude, Wasp decided to drop the subject and instead turned her attention to the outside. A few moments later, Wasp and Carol's eyes widened as Carol quickly slammed on the breaks causing the car to come to a screeching halt.

A few meters in front of them was a large crater, roughly ten meters in diameter and was glowing purple at the base.

"Call me silly, but I'm thinking we're close." Wasp stated as she and Carol exited the car and were soon joined by Nova, who turned back into Nick when he landed, and Ant-Man. The Prime gave a warm smile towards Carol, but when she met his gaze, she immediately looked away with a sad look on her face. Nick looked confused, but on the inside, he knew what was bothering Carol. She was feeling the guilt of lying to him, and truth be told, she wasn't alone.

When Nick first started spying on SHIELD through Carol, he did not enjoy it because it went against his moral values and lessons taught to him by the Primes. But as time progressed, he found himself getting closer and closer to Carol, actually caring about her. While it may have started out mainly for his moral compass, it changed to that Nick could barely stand to lie to Carol, and seeing her this way made him more concerned for her.

Nick shook his head, putting those thoughts aside as the group gathered around the edge of the crater. They all looked in to find that it was empty, save for the purple glow.

"That's kind of disappointing." Carol said, shouldering her rifle.

"Well, we might not have found something, but clearly it did land here." sad Nick as he bent down to scoop some glowing dirt in his hand before dropping it.

Wasp, on the other hand, was not as calm as her companions. The Size-changing heroin looked around the area nervously. "And you're sure this isn't aliens?" she asked with a slight quiver in her voice.

"There was no biological component," Ant-Man stated. "And that means no life. No aliens."

"Cybertronians are created from metal and they're alive." said Nick, earning a round of agreeing shrugs from everyone.

"You think we should call in the other Avengers?" Wasp asked.

"For what?" Carol countered raising an eyebrow.

"Whatever crashed here proved that it is capable of moving on its own." said Nick as he looked around, his gut feeling said they were not alone.

Carol rolled her eyes as she looked over to Ant-Man, who was currently crouched over a small charred patch of soil that was a few feet away from them. The Scientist crouched over the patch and ran his hand over the charred soil and examined it.

"All right, Hank, talk to me." Carol said as she curiously leaned over him.

Suddenly, the uneasy feeling Nick felt spiked and Nick's fists began glowing keeping a careful eye out.

"There's something here." Ant-Man said as he stood up and looked around.

"Yeah, I have a bad feeling about this." Nick agreed.

This did not help Wasp's state of mind as she nervously looked around the area. "Aliens?"

"Let's keep moving," Ant-Man suggested as he looked to the freaked out heroine. "And it's not aliens."

"This is likely aliens, Hank.' Stated Nick as he scanned the surrounding area.

Carol then noticed Nick's fists glowing and shifted her rifle in her hands, "Something the matter, Nick?"

"My mind is telling me we're alone, but my gut saying something is watching us." said Nick as he looked around more, keeping a critical look wherever his vision went.

A sudden rustling sound made everyone jump. Wasp instantly shrunk down into her hero form and fired several stingers blindly into the trees, hitting nothing but earth, rocks, and trees.

"Perhaps now the trees will think twice before letting their leaves fall onto our car." said Nick in good humor.

"Shut up." Jan snapped back as she breathed heavily, getting over the shock.

While meant as a joke, Nick sighed but was still on edge. The atmosphere, the situation, and the layout felt like something out of a horror movie. Not to mention the nagging sensation that something was watching them, kept clawing at the back of his skull.

Without warning, Nick's instincts flared and Nick turned around to see an ominous green glow, shine off several meters behind them. Nick's instincts immediately went into overdrive as he leaped into action.

"Hit the dirt!" he yelled as he tackled Carol and Hank away, just as a green beam of energy tore through the trees and vaporized the ground they were previously standing on.

Wasp flew around the smoke cloud and hastily scanned the area looking for the attacker.

"Where is it?" Wasp stared into the dimly lit forest as she thought she saw some blurred silhouette of something standing among them. The size-changing heroine squinted her eyes, in an attempt to make out the shape.

Suddenly a pair of green eyes illuminated for a brief second in the darkness, before vanishing just as quickly. Wasps eyes widened in shock as she instantly fired her stingers in a mad panic. Yellow energy bolts flew into the trees, striking the bark of several trunks, leaving several smoking scorch marks on them. However, Wasp it seemed that Wasp missed the unknown attacker.

"Did you see that?" Wasp practically screeched in a panic.

"Yeah, glowing eyes on an invisible target, in a forest." Carol answered, aiming her weapon into the woods. "How did this turn into Predator?"

"Carol, is it really a good idea to mention something like the Predator at the given moment?" asked Nick, fists ablaze with energy while his body adopted a combat stance.

"Sorry." Carol apologized. She then quickly scanned the area, fear seeping into her usual calm demeanor. "All right, I changed my mind. Call your team in. Especially Invisible-Monster-Detector-Man."

Ant-Man then stood up and then started, fiddling with the dial on the side of his helmet, sending off frequencies in order to pin point the location. As he turned his head to scan another area, he saw the ominous green glow of the attacker shine once again. This time it seemed to be aimed right at him. Instinctively, Ant-Man activated his Pym Particle belt and shrunk down just as the energy beam, skimmed right over his shrinking form.

Nick immediately jumped right in front of the beam, absorbing the energy while Carol had performed a combat roll to get out of the way and into a crouching position with her weapon primed.

Nick, along with Wasp and Carol, aimed their fists, stingers, and rifle respectively, and unleashed a combination of blue Energon blasts, stinger bolts and energy bolts in a wide arc that partially vaporized several trees. But the results were the same as before, despite the barrage, no attack managed to hit the unseen assailant.

Okay, we're officially in trouble." Wasp said aloud.

"You think?" Carol retorted.

"You don't need to see something in order to hit it." said Nick as he stood beside them.

Carol looked up at the Prime with an incredulous look. But before she could say anything, the SHIELD agent noticed a large swarm of ants that started marching off in a particular direction. Whether it was out of panic or tactical curiosity, Agent Danvers took aim at the marching tide.

Before she could pull the trigger, Nick placed his hand on her shoulder. "Hang on."

"Yeah, It's Hank." Wasp informed.

The trio watched as the ant swarm moved to a particular area of the forest, before scaling an invisible wall. The ants continued to climb and the wall soon became a leg, then a torso, then a body.

A glow of yellow light and Ant-Man returned to his normal size. "Invisible-Monster-Detector Man has the day off." The scientist quipped.

"Nice job, Hank." said Nick as looked at the scientist.

"This is probably your ideas of having a good time isn't it?" Wasp accused, Ant-Man and Nick.

The two shared a look before returning to her. "Except for the shooting, yes." Ant-Man replied.

"While something extraterrestrial, it is kinda cool that we're fighting something from space for a change." confirmed Nick with excitement in his voice.

"Guys?" Carol called out uneasy, grabbing the Avengers attention. The group followed her gaze to see the ants fully envelop the invisible attacker. Which seemed to take on the outline of a giant, humanoid being. With long, thin arms and legs. It eyes glowed green as the ants swarmed over its head.

"What is that?" Carol asked as the unknown being, lifted its thin hands, to inspect the tiny arthropods that covered them. The being then clenched its fists and its eyes glowed brighter.

Before anyone could react, a wave of green energy pulsed out of the being, blasting everything from the ants covering it to the heroes standing several meters from it.

The shockwave sent the heroes sprawling across the ground. It only took a moment for their heads to stop ringing, just in time to see the unknown being decloak and step out of the shadows. The being stood, 60 feet tall, with a body, completely made of purple and silver metal. It had a circular area on its chest and shoulders that glowed green with unknown energy. The giant robot let out a loud noise that sounded like a fog horn as it stomped towards them.

The heroes stared at the being in awe. Wasp, Ant-Man, and Carol all felt a sense of wonder and fear at the sight of the alien machine. Nick just looked at it like it was an overgrown tin can.

Wasp then turned to Hank and proceeded to punch him in the shoulder.

"Ow." Ant-Man yelped as he rubbed his arm. Due to the nature of Pym Particles, while Wasps size may be reduced, she still retains the normal strength she would have when she was full grown. Meaning that her punch actually hurt the scientist.

"I thought you said it wasn't aliens." Wasp angrily snapped.

"I never said it wasn't an alien robot." Ant-Man corrected as the giant metal man stopped ten meters from where the group was standing.

"No sudden moves." Ant-Man whispered.

Wasp looked at him as if he'd gone crazy. "What? Are you on its side or something? It's an evil robot."

At that moment Carol had enough of the insect-themed duos arguing and aimed her rifle at the robot. "Yeah, I'm gonna shoot it now, if that's okay with you two?" she said casually.

But before she could take the shoot, Nick placed his hand on the rifle's barrel and pushed it down.

"No, don't shoot." He said. Carol glanced up at him with a confused look. "It may have been acting in self-defense. Throw your weapon down."

Carol's eyed widened. "What, are you crazy?"

"Trust me," Nick assured. "We don't know its functions. It could be acting on self-defense and it sees your weapon as a threat to itself."

Carol looked at the Autobot, then to the robot in front of her. Every part of her body was telling her that she should attack this thing. But she knew Nick was right, she had no idea what this thing could do, but attacking it might not be very good for her health. Reluctantly she tossed her gun to the ground and held up her hands in a placating gesture.

The robot remained motionless as the heroes gazed curiously at it, waiting for its next move. Nick was very cautious about what he could expect from this thing. He had actually encountered one within the realm of the Primes; he wasn't just trained to take on Cybertronian threats, but also threats like the Kree and Skrulls. So he had an idea for taking on a Kree Sentry.

The alien robot, looked down at the group as if it were studying them. This made Wasp feel very uneasy.

"So how long to we have to stand here?" She asked the jelly-fish alien.

"I don't know," Nick replied, "I think this thing could be a probe droid. Some aliens send them to other planets to see if the planet's population is going to be a problem for when they arrive."

"So you're saying this thing is a scout for an invasion?" Carol questioned in a worried tone.

"I can't say for say for certain, but it is possible." Nick responded.

Suddenly, without warning, the robot's eyes glowed brightly and a green energy beam fired from them, aimed directly at the group. The Avengers and SHIELD agent quickly scattered as the beam impacted the ground where they were standing.

Carol rolled to the side and the made a beeline to her rifle that was on the ground. However, the robot noticed her and charged its eyes for another attack. Just before Carol could reach her weapon, two strong arms wrapped around her and pulled her into the air just as a green beam destroyed the rifle. Carol's eyes widened at the close call and looked back to her savior.

"You good?" asked Nick with concern.

Carol smiled as she held onto his arms. "I am now. Thanks for the save, Buckethead."

Nick sighed as he heard her use that name. "Could you find a new nickname, please. That one is already taken by someone else."

Carol giggled as Nick lowered her to the ground, near her car. Meanwhile, Wasp dive-bombed the alien robot, firing her stingers at a rapid pace. However, despite the fact that her stingers are capable of cutting through solid steel, they didn't even scratch the armor on the robot body. That didn't stop the size changing heroine from attacking relentlessly.

"Jan, stop! Stop attacking it!" Ant-Man cried out, now shrunken down and astride his flying ant.

"It attacked us first." Wasp defended as she fired again.

"Jan!" Hank yelled sternly. Wasp glared at him for a second, then looked back to the robot. It soon dawned on her that her attacks weren't doing anything, so she let out a sigh and depowered her stingers.

The alien robot looked around the battlefield, noticing that its opponents had ceased their futile attack and had depowered their weapons. It then turned its head in the direction of the observatory and started marching towards it. The heroes stood motionless as they watched the metal titan go.

"Well, that was embarrassing." Wasp stated.

"It has to be heading for the observatory." Ant-Man realized. He then turned to Agent Danvers. "Carol, drive ahead and evacuate everybody. We'll buy you some time."

Carol nodded as she quickly ran to her car and opened the door. Just before she go in, she turned to the Avengers, more specifically a certain shapeshifting Prime.

"You better be alive when I get back." She said in a mock threatening tone. Nick nodded and gave her a confident thumbs up before she got into the car and quickly sped off.

After she left, Wasp gave Ant-Man an incredulous look. "Buy some time? Let me guess, you're gonna try and talk to it?"

"Well, yes." Ant Man replied, shrugging his shoulders, however, he reached down to his belt and pressed the button on the right side. Blue particles flowed into his suit and Ant Man grew until he became Giant Man.

"But I'm going to be very firm." Hank finished as he stomped after the robot.

Nick smirked as he transformed into Nova, "I would like to be in on the conversation." With that, Nova Prime, in Hyper Mode, shot into the air and after Giant-Man

* * *

 

Back at the observatory, Agent Danvers arrived at the base of the station and quickly ran through the corridors to get to the control room. As she ran her mind kept drifting back to Nick. For some reason, she could shake her worrying feeling she had for him. All she wanted to do was get Lawson out of the base so she could go back to make sure he was ok. She tried her best to focus on the mission at hand, but her mind kept drifting back to Prime.

 _'Nick if you die, I'm gonna bring you back so I can kill you myself.'_  The SHIELD agent thought as she finally reached the control room.

She ran through the entrance to see Lawson, standing in the center of the room, observing something on his wrist. Not wanting to waste time asking him about it, Carol when straight to the point.

"Philip, we're evacuating!" she shouted as she ran up to him. "You got to clear out. We got a big problem."

"What kind of problem?" The scientist asked calmly. However, the scientist then noticed something behind Carol and gasped in shock. Carol turned around to see Giant Man, hurtling towards the skylight. The size-changing hero smashed through the glass roof and landed just in front of the two SHIELD personal, unconscious. The pair looked up to see the alien robot, fly through the opening soon after, due to thrusters in the souls of its feet. The robot landed with a loud thud as it looked around the room.

"Oh, never mind." Lawson stated his eye wide at the sight of the alien machine.

Just then Wasp flew through the opening and fired her stingers at the mechanical giant, despite the fact that the energy blast has no affect on it.

"Carol, get out of here!" Wasp yelled as she fired more stingers at it.

The robot was about to take a step forward when it was suddenly attacked from the side and punched hard enough to send it flying into a wall. Nova had to be mindful, Carol and Lawson were still in the immediate area. If the robot had stayed in the forest, the Prime would have used his Decepticon Hunter to fry it for everything it was worth. But his attention was mainly on making sure that Carol was kept safe from harm.

The robot pulled itself out of the wall and turned around to face the Prime. Nova pulled out his katanas and flourished them before flying right at once more, smashing it into the floor.

Carol looked at the crater for a second before coming to her senses. She pulled out her sidearm and turned to Lawson.

"Phil, go. I'll cover you." She barked as they backed up to the exit.

Without warning, Nova was blasted out of the crater, returning to his human form and landed in a heap on the floor. Nick wasn't done yet as he jumped to his feet and raised his fists which were now glowing with energy when the robot emerged from the crater completely unharmed.

The robot then turned to face Nick as it charged up its lasers. However before it could fire, its head was pelted by blue blaster bolts. The robot and alien turned to she Carol, aiming her pistol and firing bolt after bolt at the mechanical giant. The robot looked at Carol for a moment but then turned its attention to the power core behind her. Its eyes glowed as it prepared to fire again.

Seeing where it was about to attack, Nick flew at full speed towards the robot and landed an Energon charged fist right to it's back. The robot stumbled forward before it spun around and swatted Nick right next to Carol. The attack left Nick dazed, allowing the robot to charge up its lasers once more and aim at the core.

Without hesitating, Carol fired her pistol right at the robot's head, causing it to shift slightly and fire just to the right of the core. The blast missed the core and instead hit the power conduit next to it. The resulting surge of power caused the conduit to spark and overload.

Nick had just regained himself to see the conduit becoming more and more unstable and Carol was dangerously nearby. It was then the conduit exploded and a wave of shrapnel and fire headed right for Carol.

"CAROL!" screamed Nick as he shot off and tackled Carol to the ground and shielded her with his body. But he did slightly more than just that; his powers were still active, bathing both him and Carol in its light. There wasn't just a blue glow, however, but there was also a white light shining directly from Nick's chest. It was a white light like nothing anyone had ever seen before.

Another explosion erupted, knocking everyone down, debris fell from the ceiling and pinned Wasp to the ground. She tried to free herself, but the metal was too heavy. She looked around for help, but Hank was still unconscious. She looked around and her eyes fell on Nick holding Carol, shielding her from the fire and shrapnel with his body. But Wasp also saw the blue glow the encompassed both teens, and the white light coming from his chest.

Before Wasp could call out to the young hero, the heavy footsteps of the metal titan sounded to her right. The size changing heroine turned to see the alien robot standing a few meters away from her, staring at her with its cold glowing eyes. Wasp felt like she should be terrified of the mechanical monster, but after seeing Nick completely go out of his way to save Carol, she wanted nothing more than to tear that thing to scrap for what it did to him.

However before she could make a move against it, a green bolt of energy, struck the robot in the chest, causing it to stumble a little. The robot and Wasp both turned in the direction of the bolt and the latter's eyes widened.

Standing in the midst of the wreckage, holding an unusual looking gun, was Philip Lawson. However, the man's appearance seemed to be flickering. Like a signal being disrupted on a TV screen. Suddenly the static faded and the person that was Philip Lawson changed into a blue skinned alien.

It had green eyes and wore a white suit with dark blue patches on the lower chest, upper thighs and upper arms. It had a symbol on the chest that resembled a planet with a ring around it. The alien was currently holding a smoking blaster in his hand that he had just used to shoot the robot. Then gun then morphed into a liquid like substance that was absorbed into the gauntlet on the alien's wrist.

"Everyone, stay down." The alien ordered.

Wasp, however, looked at the alien in confusion. "Lawson? Why are you blue?"

The alien that was Lawson ignored her as he focused on the robot that stomped towards him. "I am Geheneris Hala'son Mar-Vel, Pluskommander of the Kree Void Science Navy," He spoke in an authoritative tone. "Deactivate all weapons and shut down, this is a direct order."

The robot stopped in its tracks. It appeared that it was going to follow the aliens commands. However, the robot looked over the alien, Mar-Vel's shoulder and focused on the power core again.

 **"Order not valid."**  The mechanical titan responded as it charged up its eye lasers once more.

At that moment Giant Man finally regained consciousness and lifted his head from the ground. He saw the alien robot as it charged up it lasers. He then noticed the blue alien that stood in the place Dr. Lawson stood and the scientist quickly put two and two together.

"Lawson, the power core." Giant Man weakly warned, gesturing to the device behind him.

Mar-Vell noticed the core behind him and quickly aimed his right arm at the robot. Liquid metal flowed out of his gauntlet and quickly solidified into the form of a large energy cannon. A large green bolt, fired from the cannon, forcing the alien robot back. This pushed the robot right into Giant Man's awaiting arms as the size-changing hero grappled the mechanical titan from behind. Mar-Vell then rushed forward to help defend to the power core.

Back with Wasp, the heroine had managed to wiggle out from under the debris that pinned her and took to the air. But instead of joining the fight with the alien robot, Wasp flew to the person who needed her help the most. Nick was still frozen in place, afraid that if he let go, he might lose Carol.

"Nick!" Wasp Called out as she flew right in front of Nick, "Nick you need to wake up, we need you! Carol needs you!" The teen blinked before he shook himself out of his stupor to look at Wasp.

"Jan? What happened?" Then the memories came back to him. The robot, the explosion, Carol. The Alien Avenger instantly looked around the room and his eyes came upon the unconscious form of Carol, lying in his arms. Nick picked Carol up in a bridal fashion, checking her over to make sure she was alright, and she looked relatively unharmed.

But his attention was soon caught when a green beam shot past him and struck the power core. Giant-Man and Mar-Vell's attempt to stop the robot were in vain as the core exploded, setting off a chain reaction.

The heroes wasted no time in making their escape. Giant Man smashed through the wall and leaped down to the landing platform several hundred feet below. Nick turned in Nova and transformed into his truck mode. While it is smaller than the average semi, it is capable of holding a single passenger. Carol was tucked inside his cab safely and his trailer secured, Nova tore right through debris and fire, plowing through whatever was in his way when he flew outside and managed to land on the side of the mountain first, making the landing not as abrupt.

They were soon followed by Wasp, who had shrunk down in time to fly out, and Mar-Vel, who was flying under his own power with a green energy aura surrounding him. Once everyone was clear, they were able to catch the final moments of the observatories destruction as it was consumed by flames with the robot still inside

Nova transformed into his robot mode, disconnecting his trailer while he held Carol in his arms. The Prime let out a sigh of relief when he felt that Carol was still breathing. But her unconscious form was still a cause for concern.

After seeing that everyone was ok, Wasp turned and glared at the alien that currently floated before her. "You've got a lot of explaining to do, blue guy." She demanded. "And to think I said you were cute."

"ENOUGH!" roared Nova, causing Jan to jump and Hank to flinch, and Mar-Vel to do the same to a degree. Nova's smokestacks that were positioned at his back were smoking, meaning he was pretty mad (one could even say steamed). Carol was still cradled in his arms while he stalked to the Quinjet. "While I wish to get answers from our Kree visitor as much as you do, we have more pressing matters. Such as getting Carol to a hospital, immediately. We will address the matter of the Kree's presence on Earth later. Are we understood?"

It was a rhetorical question because Nova was already shrinking back down to his human form while his trailer rolled behind him and up the ramp into the Quinjet. The others quickly decided to put a halt on the inevitable explanation until later. Cause right now, there was a friend in dire need of medical attention.

* * *

 

After a few, stressful minutes the Quinjet landed on the outskirts of a hospital. Whether it was coincidence or luck, an ambulance from New York had come to the hospital to transfer some patients and among the medical staff was a pair of familiar faces.

Nick had only met her once when Thor introduced her to the Avengers, Nick recognized Jane Foster as she walked by her ambulance. With her was Ratchet, when the two met, Jane had actually started teaching Ratchet about human biology since he was working more with humans than during the war. When Nick saw the two of them, he immediately rushed over with Carol with her arms, he quickly told her and Ratchet everything that happened and Jane quickly rushed them into the emergency ward. There Nick placed Carol on a gurney and watched as she was rolled away, with Jane and Ratchet in tow.

The next hour was the most stressful Nick had ever endured. He thought he would be fine, he thought he moved on, but old wounds have a tendency to be reopened. When Carol was in danger, Nick, for the briefest of seconds had a flashback to when his mother was killed. It was that feeling of helplessness that drove Nick to save Carol; he didn't want to lose someone else he cared for. But at least this time, he could save the person he cared for.

Nick was sitting outside the area where Carol was taken when Jane and Ratchet came through the doors. Nick immediately stood up, as did Jan and Hank while waiting for the news.

"She's in recovery now." Jane reported. Jan and Hank let out a sigh of relief, but Nick knew that there was a 'but' coming along, his expression remained agitated.

"There were a few anomalies in her initial tests," reported Ratchet with a stern expression, "But she appears to be stabilizing for the moment, however, we are uncertain what effects your powers might have had on her." Ratchet received a light elbow from Jane, telling him to be a little kinder. "You did everything you could, Nicholas. That is what matters."

Nick may not have shown it, but Nick was hurt a little by his words. Even though he did save Carol, she still ended up with an unknown condition. Jane smiled and she and Ratchet led them to a deserted corridor to Carol's room, which had an observation window to allow guests to see from outside.

Nick stood right at the front of the group, his fingertips pressed lightly against the lower portion of the window. The teen felt a gentle hand grip his arm and turned to see Jan placing holding his arm in a form of comfort.

"You okay, Nick?" asked Jan, her expression depicted concern.

Nick sighed before he looked Jan in the eyes, "No, no I'm not," said Nick as he moved to sit down on a bench, "I let my emotions get the better of me. Because of me, Carol is now in recovery with a condition that could hurt her. It's just...I know I'm still a teenager but it is my duty as Prime to remain vigilant, to not get too attached to something. Or what we bring into our lives may cost us."

"What do you mean?" asked Jan, growing more concerned for Nick.

Nick sighed as he straightened himself out, "Can we talk about it later?" it was less of a question and more of a request. Without another word, Nick stood up to rejoin the others, all the while Jan watched Nick go with a sad expression before she also followed.

When they got to the room, Nick was surprised to see that Iron Man, Thor, Hulk, Jazz, and even Grimlock were present. He guessed that Hank had called them while he was with Jan, having his little remorse moment. All five of them stood with Hank, as the Kree known as Mar-Vel stood before them. Both he and Jan arrived just as he was about to explain the current situation.

"My name is Mar-Vel, and I'm what you'd call a captain in the science division of the Kree Navy."

"I don't like him." Hulk bluntly stated.

"I'm with him." growled Grimlock, who had to be in his human form to even fit in the room, but that still made him no less intimidating.

"You two don't like anyone," Ant-Man pointed out glaring at the Hulk and Grimlock for the interruption. He then turned back to Mar-Vell, "Uh, please, go on. Uh, the Kree?"

"The Kree are one of the oldest races in the galaxy, just after the Cybertronians, and one of it's superpowers," explained Nick for Mar-Vel, gaining a surprised look from the Kree, "They've been at war with another superpower, the Skrulls. Both empires are constantly looking for footholds in space to fight their war as well as find resources. The Solar System happens to be in a strategically advantageous location."

"I had no idea that humanity was aware of the Kree, Skrulls, or even the Cybertronian race." said Mar-Vel.

"They aren't, we just know about the Kree from some old encounters back in the day." replied Jazz, who's body glowed and transformed into a young African American adult, wearing a white and black jacket, red and blue jeans while a set of headphones hung around his neck. Mar-Vel looked surprised to see the Autobot while he glanced at Nick.

"I take it you're also a Cybertronian?"

"Half-Cybertronian, as a human, my name is Nicholas Prince, while as a Cybertronian, my name is Nova Prime." that last sentence gained a clear reaction from Mar-Vel.

"You are a Prime?" asked Mar-Vel in clear surprise.

"Successor to Optimus Prime." said Nick while he folded his arms, "But let's get back to the matter at hand."

"Yes," agreed Hank while he turned to Mar-Vel, "And the robot?" Hank asked.

"The Kree send out a sentry drone to defang any natives. To eliminate long-range detection, any space faring capability, and to eliminate all potential threats." Mar-Vel explained.

"But the robot was destroyed." Hank pointed out.

"No, it wasn't," Mar-Vel stated. "Kree sentries can't be stopped. If the sentry drone sees that a planet's population is going to be a problem, it's designed with the capability to eliminate the problem."

"Eliminate? What do you mean?" Wasp asked concerned.

"Each sentry is equipped with a Nega-Bomb, a device designed to exterminate a troublesome species on any targeted planet. And given the fight you just put up, I'd say you've got about one hour before you experience the Nega-Bomb firsthand." The alien grimly replied.

For a moment there was a silence that fell upon the group, then again hearing that an alien bomb was about to destroy the world would make even the rowdiest group silent.

After a moment Wasp finally let the message sink in and decided that she didn't like it. "Grimlock, smash him." She ordered.

"About time." Grimlock grinned as he was itching to do something. While he didn't like being ordered by others, when said orders were to simply destroy something or someone, he didn't care as long as he got to hit something.

The Autobot lunged forward, his Energon Sword extended from his sleeve and he grabbed Mar-Vel by his shirt and slammed him into the wall. At the same time, Mar-Vel's combat instincts kicked in and he raised his right arm and the liquid metal flowed out and formed a blaster pistol. Grimlock had pinned Mar-Vel to the wall with his sword tip touching his helmet while Mar-Vel had a gun pointed right at Grimlock's forehead. Thor then gripped Mjolnir tightly as lightning started crackling around it and Iron Man opened his palm and charged his repulsors. It was a standoff at intergalactic proportions.

At that moment Ant-Man, the pacifist that he is, stepped forward to attempt to defuse the situation. "Okay, everybody. Just breathe." He spoke in a calm tone.

At that moment Wasp shrunk down and flew past Hulk and Mar-Vel's stand off to get right up to Hank's face.

"Hey, did you just miss the part where he admitted to being an alien spy, and just told us that his people are going to wipe out our planet." Wasp stated slightly annoyed at Hanks attempt for peace.

"Because Mar-Vel is our best shot at defeating the Sentry," stated Nick, causing everyone to turn to Nick. The teen then turned to Grimlock, "Grimlock, let him go."

"Says you!" snapped Grimlock as he shot a look at Nick.

"Yes, says me. Prime of Cybertron." stated Nick as he stood up to the Dinobot.

"If you think I'm gonna listen to-GAK!" Grimlock was cut off when Nick suddenly grabbed him the neck and lifted him up in the air, his feet dangling just below. The action caused Grimlock to let go of Mar-Vel and drop him the floor.

"I'M. IN. A. BAD. MOOD," seethed Nick through gritted teeth and glared daggers into Grimlock, "GOT IT?"

"Uh-hu." wheezed out Grimlock before Nick dropped the Dinobot to the floor. Everyone in the room was taken back by the action from Nick but said nothing, "Alright, Captain Marvel. What do want with Earth and why are you here?"

Mar-Vel hesitated for a second, which was not unexpected given what they just witnessed, but answered regardless.

"I want to help." He said firmly. "I'm a scientist. A xenobiologist. I had heard rumors of genetic anomaly on Earth, and I came to investigate. I've been studying you for three years now."

"Huh. Studying us? Charming." Iron Man scoffed, crossing his arms as he did.

Captain Marvel continued. "Humanity seems different than most civilizations we conquer. Humans have potential. You should be allowed to survive."

Around the group, the Avengers seemed skeptical. Then again who wouldn't be suspicious of a planet-conquering alien?

"Your tale rings false, Kree." Thor accused, pointing his hammer at the alien scientist. "You claim to be here to study humanity, yet were at the observatory when it was attacked. You are in league with the machine."

"No, I knew the observatory would be a target," Mar-Vel defended. "I was trying to cloak the facility. To keep the Kree from detecting it. I failed." He looked down, reflecting on his failure. He then looked up. "But there's still time to save your species. Please, let me help you."

The Avengers all looked at one another, Grimlock getting back to his feet and rubbed his throat from Nick's death grip earlier, then all eyes fell to Nick. While they trust Mar-Vel as far as Wasp could throw him, they trusted Nick's judgment. The teen hero had a knack for reading people, if he said Captain Marvel was ok, then that is good enough for them.

The Prime looked back at Mar-Vel one more time before facing his team. He looked up at them and nodded.

"Then it is settled." Thor said, the others nodded in agreement.

However, just before they moved away, Wasp flew close to Hulk's ear. "If he does anything suspicious, smash him." She whispered.

Hulk smirked and nodded before walking away with the others.

The Avengers and Captain Marvel left to get ready for the coming fight, Nick held back for a second, the Prime stood outside Carol's room, but the teen made no effort to look through the window at her. While he felt compelled to go in, he couldn't bring himself to do it.

A few moments passed before Jane Foster entered the room through the door, in her hands were Ratchet's post treatment exam review. The Medical Practitioner noticed the teen hero standing before her.

"Oh, Nick. Are you waiting to see her? She's just resting right now."

"Just wanted to see her before I left with the others," replied Nick, "Uh, Jane. Could you do something for me, if it would be alright?"

Jane raised an eyebrow but nodded anyway.

"Can you stay with Carol for me?" Nick asked, "I don't want her waking up alone and wondering what's going on."

Jane looked long and hard at the teen hero. She could see some kind of turmoil going on in his eyes. Whatever happened to put Carol in this state, had clearly shaken the young man.

Jane placed a hand on the teen shoulder and nodded. "Of course, Nick. I'll keep an eye on her until you get back."

Nick smiled as a huge weight suddenly lifted from his mind. "Thanks, Jane." He said gratefully as he left to join the others. Time to save the world.

* * *

 

On the outskirts of a small town, a lone truck drove down the empty road. The truck swerved on the road as the driver yawed, fatigued after a long day of doing, who knows what.

However, the driver's drowsiness was quickly replaced with stimulating adrenaline, when a massive metallic foot stepped right in front of him. The driver didn't have any time to slam on the breaks, so the vehicle rammed straight into the metal limb, the bumper crumpling like a tin can from the impact.

The driver fearfully leaned forward to look through his windscreen and gazed up at the titanic being. The Sentry looked down at the truck and its eyes glowed. The terrified driver did the smart thing to do and abandoned his truck and ran, just as the Sentry blasted the truck with its laser eyes, destroying it.

The explosion threw up a large cloud of smoke, which could be seen by the Avengers and Captain Marvel as they closed in. Thor, Wasp Iron Man and Captain Marvel flew under their own power. Nova flew in Hyper Mode, Ant-Man was shrunk down and perched himself on Captain Marvel's back. On the ground, Jazz was in his vehicle mode, Grimlock sprinted across the ground, his huge size as a Cybertronian made it easy for him to keep up while Hulk leaped along, using his powerful legs to leap dozens of miles in a single bound.

The group quickly converged on the Sentry's location, which turned out to be a drive-in movie complex. Captain Marvel carefully analyzed the Kree machine and noticed that the green orb on its chest was slowly blinking. The Kree scientist raised his arm to halt the heroes.

"We need to be careful here," He warned the group, "The Nega-Bomb is armed."

Whoever invented the word 'careful' did not even explain the definition Hulk or Grimlock. Captain Marvel had just finished his warning, when the Green Giant leaped right past them, roaring at the top of his lungs as she landed right on the Sentry's back, slamming both fists down on its head. Grimlock also let out a roar of his own, sprinting at full speed and shoulder rammed the robot, sending it sliding back. The Sentry was nearly twice his size but did little to deter him. Hulk then tackled the Sentry and began to mercilessly punch the head into the ground.

"You may have been wrong about humanity showing promise." Ant-Man dryly remarked. "Do we have a plan?"

Captain Marvel turned to the heroes as he formed two pistols in his hands. "We need to open it up and expose the Nega-Bomb core before it completes charging. That will deactivate it."

"That will be next to impossible won't it?" asked Nova dryly as he formed his longsword.

"Most likely." Captain Marvel replied lightheartedly.

Meanwhile, Hulk was still attempting to dismantle the Sentry, but the robot's armor was proving to be trouble for even Hulk to dent. The Green Goliath was trying to tear open the robots head, nearly succeeding until the Sentry raised its right arm and its hand morphed into an energy cannon that blasted the Hulk with enough force to sent him flying across the yard. Grimlock growled as he charged forward, but had to raise his shield to block a similar blast that struck the Hulk. The robot then transformed its left arm into something that resembled a hose. Out from the barrel, it fired several green adhesive projectiles that collided with an incoming Thor. The Asgardian was caught off guard as the adhesive blobs covered him and pinned him to the ground.

Wasp, Iron Man, Nova, Jazz, and Captain Marvel were all taking turns blasting the Kree war machine. Blasting it with their respective energy attacks and using their speed to outmaneuver the Sentry's weapons.

In response, the Sentry's legs transformed into a pair of high-powered drills that burrowed itself waist deep into the ground. The robot's shoulders then extended out and four more tentacle-like limbs that proceeded to morph into various more weapons to fend off its attackers.

Wasp flew in close, using her small size to maneuver through the appendages firing her stingers as she did. However, one of the limbs tips opened up into three sections and started rotating at high speed. The Sentry then aimed the spinning limb at Wasp, which acted like a fan that blasted a powerful gust of air at the size-changing heroine. Sending her flying into a poster on the cinema's display.

Another limb turned into a cannon that fired several projectiles at an incoming Iron Man. The Iron Avenger maneuvered around the projectiles however, the projectiles seemed to have homing properties as they changed course and perused Iron Man until they latched onto his armor, delivering a powerful surge of electricity into the suit, shocking the Iron Avenger.

Nova saw the others fall, gritted his denta behind his battle mask and tried a new approach, taking his sword in his hand, it retracted and transformed into a large hammer. The Prime flew up into the air and then shot down as fast as possible. He raised his hammer above his head and slammed the weapon into the ground, causing a wave of Earth to rise towards the Kree Sentry. The robot was actually thrown out of the ground where it's legs transformed back to their original state.

"Jazz!" shouted Nova as he pulled out his rifle and fired at the war machine.

"Got it!" shouted Jazz as he drove around the back of the drone and transformed into his robot mode. Running at the sentry, Jazz fired what appeared to be an energy grabble that launched him up the top of the Sentry's head. Once on top, Jazz fired his sonic disruptors directly at the head. Metal groaned as the sonic waves passed waves passed over the sentry. The Sentry's movements were now sluggish, providing the perfect opportunity for Ant-Man to leap of Captain Marvel's shoulder and grew to his Giant Man form. The size changing hero landed right next to the Sentry, pinning three of its limbs under his boot while he restrained another two limbs with his arms.

"Marvel, go!" the scientist called out.

Captain Marvel then took the opening and he formed several power packs on his back, while a large cannon formed between his hands. The Kree scientist then aimed his weapon at the Sentry and fired a concussive blast of energy at the robot. Jazz leaped out of the way at the last second, but the resulting explosion kicked up a lot of dust and the shock wave was powerful enough to send Giant Man flying several meters away and Jazz sailing into a tree.

"I'm okay!" shouted Jazz from the tree.

As the dust dissipated, Captain Marvel gritted his teeth when he saw that the Sentry was completely unharmed. He mentally cursed the Kree technicians for making these things so durable. He retracted his cannon, and reformed the liquid metal into that of a long broadsword. He then proceeded to stab the blade into the Kree robots head. This time the blade managed to pierce the Sentry's durable armor as the blade sunk in as sparks erupted from the entry point.

Meanwhile, Giant Man regained his footing and looked up to see Captain Marvel struggling to keep his position on the Sentry's head as it thrashed around, trying to shake him off. Meanwhile, Nova and Wasp flew around the Sentry's tentacles while shooting beams of lightning and stingers respectively to keep the Sentry's weapons away from Marvel.

Wasp then broke away from close quarter's combat and flew close to Giant Man's head.

"How's it going with your new BFF?" She said in a snarky tone.

Giant Man looked at the size changing heroine with an 'Are you serious' look. "You're giving me a hard time now? Marvel is trying to save us, Jan. And he's probably the only one with the knowledge to do it."

Now it was Wasps turn to give him the look. "Seriously, Hank, you know what? I give up." She said facing the size-changing hero as she threw her arms in the air. "I try and try with you. But it's never good enough. I just can't be as interesting to you as aliens."

Hank shook his head as Wasps words and gave her a confused look. "What? What are you talking about?"

However before he could answer, the Kree Sentry saw that two of its opponents were distracted instantly prioritizing them as top targets, it opened up a compartment on its back and launched a barrage of missiles from its back. The projectiles flew straight at Wasp, who didn't notice due to her back being turned to the alien robot.

Giant Man however did notice, and his instinct kicked into overdrive at the sight of Wasp in danger. "Jan!" he screamed as he launched himself forward and wrapped his massive hands around Wasp, shielding her as the missiles collided with his. Giant Man was consumed in an explosion of fire as he screamed in agony. The force of the explosion sent the Titan hero flying as he landed on his back hard, his hands still clutching Wasp.

Grimlock and Nova saw the explosion, the Prime's eyes widened in shock. "Hank!" shouted Nova as he broke off his attack for a second, just as Thor and Iron Man were able to rejoin the fight.

Back with Giant Man, Wasp was able to wiggle herself out of the scientist's grip, coughing from the dust of the explosion, but relatively unharmed. Once she cleared her eyes, she looked up in shock at the state Giant Man was in. His suit and face had several burn marks in several places and his eyes were barely open.

"Hank." She said in a worried tone. How could she have been so stupid? She let her personal feeling distract her and now Hank was seriously injured because of it.

"Go." Giant Man said weakly, his breathing heavy. "Bomb is the only thing that matters." He then forced his head up to look at her. "Jan, I… I love…" but he never finished his sentence as his strength left him and he fell unconscious.

Jan stood there for a moment, he hands clutched together as tears began to fall from her eyes. It was all her fault; she put Hank in this position.

Nova watched the scene, as did Grimlock, but what the Prime couldn't believe was that someone else he cares about had been hurt. But at the same time, he saw just how shook up Wasp was. How torn up she was seeing someone she cares for, hurt because of her actions.

Grimlock, on the other hand, was downright furious. NOBODY hurts his team or family and gets away with it.

 **"NO ONE, HURTS MY TEAM!"** bellowed Grimlock in fury as his body was consumed in orange energy. He then turned to Nova, almost asking, no, daring him to say otherwise. Instead, Nova's response made the Dinobot chuckle sinisterly.

"Have at it." was all Nova said while gesturing to the Sentry.

Grimlock turned his attention back to the Sentry and got ready. He plunged his sword into the ground and threw his shield to the side as he channeled his anger. Several plates shifted across the commander as his body began to heat up. Grimlock snarled lowly before he let out a massive bellow that actually drew the Sentry's attention, as well as the attention of the Avengers.

Grimlock slammed his fists into the ground, his arms transforming into legs. A tail was formed when his robot legs twisted together. More plating shifted as Grimlock gained some size, that's when a large head emerged from the area where his head was.

Standing in Grimlock's place was his Rex Mode. The Dinobot roared into the sky as he surged forward. A massive roar erupted from his maw. The Sentry aimed one of its weapons at the oncoming alien, but the appendage was knocked off target by Mjolnir as it flew through the air, returning to Thor's awaiting hand.

This allowed Grimlock to lunge forward and bite down on the limb, his powerful jaws sliced right into the metal. Grimlock then swung his tail at the Sentry and batted it away, ripping off the entire limp like it was nothing.

Seeing the Dinobot bite through a Sentry's armor made Captain Marvel look at Grimlock in shock. Throughout the course of the Kree empire, no being had ever been able to damage a Kree Sentry without first-hand knowledge of the technology. But this Cybertronian was able to bite through its armor like a piece of fruit. It was like nothing the Kree Scientist had seen before. Just how powerful were the Cybertronians?

But the surprises kept on coming because Grimlock faced the Sentry once more and roared angrily. But this time, a stream of fire accompanied the roar. The Sentry was actually sent stumbling back from the fire.

"Grimlock!" shouted Nova as he flew right at the Sentry. Grimlock broke off his attack to let Prime have a shot. Nova sent a front kick, assisted by his thrusters to send the Sentry stumbling back. Bending down, Nova grabbed a large chunk of stone. "Weak!" snarled Nova as he broke the stone over the Sentry. In retaliation, the robot fired a blast at Nova, but the Prime ducked under the attack and punched it directly in the center of it's back. "Puny waste of metal!" Nova then punched the Sentry in the head, the robot took a step back and the Prime pressed his advantage.

The Sentry tried to take aim at the Autobot Avenger but was suddenly bombarded with a Uni-beam from Iron Man, Mystical Lightning from Thor, an Energy beam from Captain Marvel's cannon, Stingers from Wasp, fire from Grimlock, and large boulders from Hulk. All the attacks converged on the Sentry, forcing it to use its remaining tentacles to shield itself.

The combined attack allowed Nova to raise his sword and charge up his lightning, however, he was going to through a little something extra into. Channeling a tiny portion of the Matrix of Leadership's power, Nova's sword glowed even bright, the blue lightning change to that of gold. Nova took aim and fired a giant ray of lightning right at the Sentry. The beam ripped through its tentacles like they were nothing, cutting dozens of holes in the armor and even blow half its face plate off.

However, once the opening had been made, it instantly started to close up. All over the Sentry's body, it began to self-repair itself. But, as the hole in its head almost sealed up, Wasp took the opportunity and flew at high-speed at the alien robot. The size changing heroine flew through the hole, seconds before it sealed up. She then proceeded to fly all throughout the inner working of the alien robot, firing her stingers like mad, causing circuits and internal wirings to short circuit and explode.

From the outside, the Kree Sentry began to spark and shake wildly as if it was having a stroke. Then it froze for a brief second as smoke started bellowing out of its head. Then the Sentry slumped to the ground, its tentacles flopping like wet noodles.

Seeing his prey in distress, Grimlock leaped at the Sentry, clamping his teeth on the robot's head and ripped the entire thing off. Hulk resorted to tearing the chest plate open to reveal a rather dust covered Wasp as she looked a bit worried.

"So, um, I think I'm sitting on the bomb." She stated, gesturing to the large power core she was currently sitting atop of, desperately trying to mask her fear.

Suddenly a green light, shone out of the Sentry's body and the holographic head of a very angry Kree appeared above them.

"Mar-Vell? What are… By Hala." The alien exclaimed upon seeing the Avengers.

Captain Marvel then flew up to the hologram and gave a salute. "Yon-Rogg… Commander, I implore you. Shut down the Nega-Bomb. Humanity can be an ally to the Kree. We need not destroy them."

"You've gone soft, Mar-Vel," Yon-Rogg replied, completely disregarding the Kree Scientists plea. "As of now, Earth is part of the Kree Empire. That does not require humanity or you to survive. Burn, traitor." The Kree Commander snarled as he cut off the communication.

Wasting no time, Captain Marvel landed in front of the Nega-Bomb and started disconnecting and reattaching some wires.

"Tell me some good news." Iron Man requested in a worried tone.

"I can defuse it in about 10 minutes," Mar-Vel stated, earning a sigh of relief from the team, "It's going to go off in about five."

"I know you're not from around here and all, but that was more like bad news." Jazz sarcastically stated.

"We have to evacuate." Wasp quickly stated, flying up to the others.

"The blast radius is the entire planet, Wasp," Mar-Vel informed as he connected a few more wires. "Evacuation isn't an option."

"Hmm, bet I'll survive." Hulk grunted.

"Could you survive the void of space?" asked Grimlock who reverted back to his robot mode.

Wasp, however, flew right up to Mar-Vel's face, an angry expression clear on her face. "This is all your fault." She accused venomously.

"I know." Captain Marvel solemnly replied as he removed the last wire from the core as he pulled the Nega-Bomb, out from the Sentry's chest.

He then surrounded himself in his energy field and blasted off into the sky, at speed equal to that of a jet.

Seeing him do that, the heroes instantly came to the same conclusion. Captain Marvel was going to sacrifice himself to save them all.

"Marvel? Marvel! No, I didn't mean…" Wasp called out, immediately regretted her behavior towards the Kree.

Back with Mar-Vel, the Kree Scientist put everything he had into making sure he got the Nega-Bomb as far away from the Planet's surface as possible. In a few short moments he had managed to reach the upper atmosphere, ice quickly formed over his armor. While the Kree had perfected space travel, their suits were not designed for interstellar flight and without any air, Captain Marvel quickly began to lose consciousness. He tried to stay awake, he had to get the Nega-Bomb away, to save the Earth even if it cost him his life. However, despite his best efforts, Captain Marvel lost consciousness, before he could break the Earth's orbit. He failed.

Lucky for him, he was not the only hero on Earth. Nova flew up to catch the unconscious alien, stopping him before he could burn up on re-entry. Thor was flying up right behind him, but Nova's attention was on the Nega-Bomb.

"Thor," shouted Nova, gaining the Asgardian's attention. He then passed Mar-Vel over to him, "Hold on to him. I got this."

Not waiting for an answer, Nova shot off and took hold of the Nega-Bomb. Nova pushed more power to his thrusters and blasted forward, getting further and further away from the Earth and with a mighty heave, Nova threw the Nega-Bomb as hard as he could. He put enough strength into the throw that the warhead actually went passed the Moon and into deep space.

A few seconds later a massive explosion, erupted from the void. The blast was so powerful that the shock wave was able to shot past the Moon and hit Nova. From the Earth, the entire sky lit up from the intensity of Nega-Bomb's detonation, but as the light died down, it was clear to everyone. The day was saved; the Earth would keep on turning.

* * *

 

Now with the threat of the Nega-Bomb resolved, the Avengers and Captain Marvel rushed Hank to the hospital. Wasp stayed right by Hank's side up until they wheeled him away for treatment.

All that time, Nick saw how deeply this affected her and in turn, he reflected on his own actions. He soon realized that he was fearing over nothing, not unless he learns to move on. Megatronus was influenced by Liege Maximo and held a grudge for no reason. That was why he turned on the other Primes and killed Prima. But this battle reminded him that it was alright to fall in love, it just takes a greater love to let go.

Nick made his way over to Wasp and took hold of her hand. She looked at the Prime with a tear stained face, but Nick gave her a comforting smile and pulled her into a warm and gentle embrace which was returned in full.

For a couple of moments, the heroes sat in silence in the waiting room. They asked Captain Marvel if he needed any medical attention, but the Kree Scientist refused. Apparently, Kree were a lot tougher than they appear.

Finally, after what seemed like an eternity, Jane Foster walked through the doors and informed the group that Hank was fine and was resting, coincidently, in the same room Carol was in. Wasp let out a huge sigh of relief as if she had been holding her breath for hours.

The group then followed Jane to the room so they can see them. However, Nick stopped before they turned the next corner and grabbed Jan's wrist, causing her to face him.

Nick looked her in the eyes before he took a long sigh, "I'm sorry, Jan. I'm sorry for not talking about my recent problems. You and the others are right, I can't keep burying it. I need to face the reality."

Wasp eyes widened at the young hero's confession. She thought she would have had to wait a lot longer before he could finally open up to her. She reached out and placed her hand on the teen's shoulder and gave him a warm smile.

"We all deal with stress in different ways, Nick. When you're ready to talk, I'll be there for you."

"But that's it, Jan," said Nick all of a sudden, "I'm scared of what might happen if I tell you all why I'm here. What I have to face, what might come. But I realize now that I was wrong, and I'm ready to tell you right now." Wasp nodded as she waited for what he had to say.

Taking a shaky breath, Nick told her everything; the fall of Megatronus and the betrayal of Liege Maximo. He recalled all the events and told her of how everything seemed fine after Unicron was defeated, but things weren't. But then Nick got to the point where he left out in his story when they first arrived.

Megatronus' own betrayal and the killing of Solus Prime. While he briefly touched on the subject of the Fallen and Liege Maximo, but he never went into great detail. He told her of how Liege Maximo tricked Megatronus into killing Solus Prime, the one Megatronus loved and made it look like it was Prima's fault. It was the kind of love that turned into bitter hate that led to Megatronus trying to destroy the other Primes.

When Nick finished, he bowed his head solemnly. The point of the story was that a Prime was not supposed to form an emotional attachment to one specific person or thing. And Nick was afraid of that, becoming like Megatronus. It scared him and he didn't know how Jan would react. Tell him off for not dealing with this sooner? Accuse him of not trusting her or the others with his problems. Slap him for being stupid enough to hide his emotions and put Carol in danger? All seemed like pretty good options in his mind.

However what Janet did instead, was pull the young hero into a warm embrace. The size-changing heroine wrapped her arms around him and held him close. Nick was surprised at first but soon joined in the hug.

"It's alright, Nick," said Jan softly, "You have a big responsibility and having to deal with stress no one should. Especially someone as kind as you."

Nick only hugged her slightly tighter, a few tears welled in his eyes as he held her. These were not tears of sadness, but tears of relief and gratitude, and he realized something also, he was no longer alone. He didn't have to deal with the Decepticons alone or have to deal with Unicron by himself either, but he still believed that was a subject that should remain a secret until later.

"Thanks, Jan." said Nick in the hug, "I'm glad I can count on you."

Jan smiled as she tussled his hair playfully after she broke the hug. "Hey, that's what family's for, right?"

Nick returned the smile as they walked around the corner to join the others.

The two heroes joined the others as they looked through the window to see Hank. From what he could tell, the size-changing hero looked alright. But then Nick looked beyond his bed to Carol and his heart sank. The SHIELD agent's head was tied up in bandages, with an IV drip sticking into her arm and a life-support machine hooked up to her.

Seeing her like this made Nick's heart sink a little more. He should have dealt with his problem before instead of later. If he had, he probably could have prevented this.

He shook his head, getting that thought out of his mind. He can't be thinking of what could haves, should haves, or would haves right now, he should be thankful that he was able to save Carol's life. Thinking of his life without her was just too much for him to bare. Wait, why would that hurt that much? They were friends sure, but why would thinking of his life without her hurt this much? Could he be… falling for her?

 _"The kid's got it real bad, guys."_ said Nexus in Nick's mind.

Before Nick could retort he was distracted by Thor's conversation with the Hulk.

"I would have woken before I hit the ground. I did not need you to catch me." The Asgardian stated, referring to how Hulk caught him after he was blasted unconscious by the Nega-Bomb's shockwave.

"Of course, you didn't." Tony sarcastically replied.

"Wimp." Hulk chuckled, giving the Prince of Thunder a playful nudge, meanwhile, Grimlock and Jazz only snickered at Thor's expense.

Tony then turned his attention to Mar-Vel, who looked grim despite saving the world.

"Okay, world saved. Mission accomplished." The Billionaire declared triumphantly.

"No, the Kree will be back," Mar-Vel informed woefully, as he turned to the Avengers. "And they won't underestimate you, Avengers, again."

"So what now?" Nick asked.

"Now I go to the Supreme Intelligence, our leader. I make an appeal for Earth's survival. You should prepare for the storm that's coming." Mar-Vell warned. The Kree then turned to Wasp and Nick, his expression softened. "I am truly sorry." He said as he looked in at the room's occupants, "Watch over them."

"We will." Nick replied confidently.

Captain Marvel nodded as he addressed Nick next, "Do not worry, Nik. I will not inform the Supreme Intelligence of your status as a Prime or Cybertron's presence on Earth. If they were to ever find out that Cybertronian technology was on Earth, there is no doubt that they will do whatever it takes to acquire it."

"And if they do come," said Nick, glancing at Grimlock and Jazz, as well as the Avengers, "we'll be ready."

While the others smiled at Nick's confidence, Mar-Vell did not seem convinced. Just before he could turn to leave, Wasp called out.

"Mar-Vel… Thank you." The Heroine said sincerely.

Mar-Vel responded with a warm smile, before he started to glow brightly and in a flash of light, the Alien disappeared.

* * *

 

Several hours later Iron Man, Grimlock, Jazz, Thor and Hulk all returned to the mansion to rest and plan for an inevitable alien invasion.

Jan and Nick, however, remained behind at the hospital. Wasp was standing over Hank's bed with her hands placed on his chest. Nick was in a chair placed right next to Carol's bed.

For several hours the two heroes remained by the sides of the ones they cared for, refusing to eat or sleep as they did so. After a while Jan laid her head down on Hank's chest as she watched him sleep.

"I'm sorry, Hank." She said, knowing that he couldn't hear her, but felt like she needed to get it out into the open. "I'm so sorry. For being so mean. For the way I treat you. For everything."

"Wow." A voice suddenly spoke up, causing both Jan and Nick to sit up. They both looked up to see Hank smiling at them as he got into a seating position. "Are you sure you're not an alien? I take it we didn't blow up."

Nick smirked at the Scientist dry humor, but Jan giggled as she threw her arms around him and hugged him fiercely.

"Ow. Ow." Hank cried out in pain from Wasps vice like grip.

Nick, on the other hand, smiled at the moment. He was glad that Hank was ok and it was certainly a joy to see Wasp so happy. The pair stayed like that for a couple more seconds before Jan remembered something as she broke the hug.

"Hey, right before you passed out, you were going to say something really important. Go ahead." She said eagerly.

At that moment Hank paled as he realized what she meant. "What? Oh, I, uh- No, I was just- It wasn't…"

Nick knew exactly what the scientist was trying to say but was still amused by his awkward position. He considered leaving the room to give them some privacy, but before he could another voice sounded out behind him.

"Guys?" Carol called out in a concerned tone.

Nick turned around to look Carol but found her bed empty to his surprise. He then noticed a glow, very similar to his own glow whenever he used his powers above him. Looking up, Nick shot to his feet in gasped at what he saw.

Floating several feet above him, nose against the ceiling, surrounded by a strange yellow energy field, was Carol.

"Why is the ceiling so low?" Carol asked as she remained suspended above them.

Nick couldn't believe what he was seeing. Granted he should have expected some things like this to happen. But nothing quite like this. He was at a loss for word, he felt like he should say something comforting. But he couldn't put the word together, till he found something that could be Ratchet's second most used phrase.

"By the Allspark."

**_To Be Continued._ **


	13. The Truth Hurts

**_Chapter 13: The Truth Hurts_ **

"Hey, guys have you seen my I.D.!" Nick called out as he rummaged through his room in the mansion. The Prime was starting to get anxious, he'd completely lost track of time and now he was running late. Which was a first because he had an excellent sense of time.

"Which I.D. are you looking for?" Jan called out from the downstairs.

"My Avengers I.D. card!" Shouted Nick in reply as he checked under his bed, finding nothing but his old shield. Pulling it out, he took into over to his mini arsenal that hung in a walk in closet Tony had installed shortly after the Avengers formed. Looking at the assortment of weapons, Nick reflected back to when he received a few of them as gifts for his birthday from a few members of team Prime and a few from his dad. Pulling himself out his memory, Nick resumed his search for his card.

"I think I saw it on the living room coffee table if that helps." said Steve from his area of the mansion.

"Thank you!" shouted Nick as he sprinted out of his, vaulting over the railing and landing gracefully on the first floor before he ran into the living room, his I.D. card was laying on the coffee table in front of the couch. Nick grinned as he grabbed the card.

"Got it!" announced the Prime, not really to anyone specific but he still felt obligated to let the other know. With his card, he headed to the mansion's garage where his car waited.

He was en route when Wasp flew up to him and returned to her normal size once she reached him. "That's a relief. We wouldn't want you running late for your date with Carol." Jan giggled as a blush formed on Nick's face.

"It's not a date," Nick dismissed, "I'm just helping her control her new powers. That's all. It is kinda my fault she got them."

After their encounter with the Kree Sentry and Captain Marvel, in some way, Carol's exposure to Nick's energy caused her to obtain superpowers similar to Nick. There was no question when Nick said he was shocked at the revelation. He actually fainted when Ratchet came back with the results of Carol's tests, as it turned out, the electrical pulses that keep her heart pumping had been replaced. Now, the same energy that formed a spark within a Cybertronian, was now pumping Carol's blood which had also undergone a massive change. Like Nick, Carol had tiny traces of Energon in her system. Long story short, Carol was now a Cybertronian/Human hybrid the same as Nick. The second Nick found out (after he regained consciousness), he offered to help train Carol to control her new powers the same as Nick had ever since she, by mistake, destroyed her car when she was discharged from the hospital.

Jan smiled, as she tussled Nick's hair. "I just think it's cute that you jumped at the chance to help her."

"It's not like that. We are just friends. That's it." Nick stated.

"Denial is the first step." Wasp teased.

"Who's in denial about what now?" asked Jazz as he entered the kitchen, a canister of Energon in his hand while in his other was a small holo-tablet.

"Nick and Carol's date." Janet casually replied.

"Wow, another date? You must really like this girl, huh Nick?" Tony complimented.

Nick groaned as he rolled his eyes. "It is not a date. And I don't see her that often."

"You sure?" asked Jazz with a devious smirk, "Yo, Teletran! How many times has Nick seen Carol?"

_"Nicholas has encountered Agent Danvers approximately 37.6 times in the last month."_

"Damn traitor," muttered Nick under his breath while Jazz and Jan both smirked at the young Prime, "Look, can I just go now?"

"Of course you can," Jan responded cheerfully as she gave him a quick hug, "Just be sure to be a gentleman when you pick her up."

"And don't be cheap," added Jazz, "I hear that the ladies like a guy who can get them nice things."

"Tony would know a thing about that wouldn't he?" asked Nick sarcastically as he left. The teen hero was walking through the garage towards his car when he noticed that he wasn't alone. Sitting on the hood of his car, with his usual stern expression was Hawkeye. The Purple Archer had his arms crossed as he casually leaned back like he was waiting around for something to happen.

"Something the matter, Clint?" asked Nick, greeting the archer lightheartedly.

"Have I ever told you about my time at SHIELD, Nick?" The Archer asked, not making eye contact.

Nick narrowed his eyes at the question. "No, I don't recall that you have. But something tells me you're gonna tell me right now." The teen replied crossly as he folded his arms while looking at Clint.

Standing up, the Archer looked down at the teen with a serious expression. "Listen, kid. As an agent, Fury had me do all kinds of jobs. I wasn't just the world's best sharp shooter. I had to be cunning, work in the shadows, manipulate people to do what I wanted."

Nick's expression never changed, he knew exactly what Clint was talking about.

Hawkeye sighed as he continued. "My point is Nick. SHIELD agents are always working an angle. And your little girlfriend is no exception."

"Is this because you actually care about me and don't want what happened between you and Natasha to happen to me, or because you're still hurting about what happened?" The question clearly irked Hawkeye as he was about to speak but Nick held his hand up, "You don't have to worry, Clint. I know Carol. She isn't like the others, she's my friend."

"How can you be sure, Nick?" Hawkeye questioned. "Fury threatened to take you away and put you in SHIELD custody and you refused. You're probably more powerful than all the Avengers put together, you've got technology that makes what SHIELD has looked like slingshots and now one of your closest friends just so happens to be a SHIELD agent."

Clint looked at Nick as if expecting the kid to put the pieces together. However, the Prime held his stare before giving the Archer a sympathetic look.

"Clint, I know that Natasha hurt you," said Nick as he moved passed the older hero, "But I trust Carol. She's not the Black Widow."

Nick then got into the car and started the engine. Clint looked apprehensively as the car drove through the exit.

"I hope you're right, kid." He mumbled.

Nick would be lying if he said that Clint's words didn't leave a mark on his conscience. Carol was indeed working on an angle, and Nick knew that, but what bothered him more was that Carol was clearly not enjoying this, and if he was honest, he was also in the same boat as she was. However, thinking of her caused the Prime to smile before he looked at the digital clock and paled.

"SLAG!" Nick gasped as he suddenly gunned the gas pedal and sped through the streets of New York, "I am totally late! If Carol's mad, I blame you Vector! You're the guardian of space and time, you should have warned me I was going to be late!"

 _"I did, but you didn't take my word too seriously. And look where it got you."_ said the Prime dryly, gaining a few chuckles from the other Primes.

"I'm surrounded by traitors."

* * *

 

"Where is he?" Carol groaned impatiently as she checked her watch fo the tenth time in the last five minutes. "He said he would be here fifteen minutes ago. So where the heck is he?"

"My, my. Someone is certainly eager." Jessica Drew slyly commented from her position on the couch.

Carol groaned as she looked out the window of her apartment to the streets below, scanning for any sign of her tardy friend. Jessica meanwhile, giggled at the sight of her roommate's antics.

"He's just a little late. It's not the end of the world."

Carol shot a glare at the raven-haired teen. "I know that, but there's a principle involved. He said he would get here at a specific time and he didn't commit to that goal. He supposed to be a Prime, he should now about this sort of thing."

Jessica rolled her eyes. "He's just taking you to go training. Not handing in an assignment. Seriously Carol you really need to stop being so stiff."

"I am not stiff." Carol defended.

"I know." Jessica stated, shooting Carol with a smirk. "Ever since Nick landed in your life, you've actually started to have a little fun. The Carol Danvers I knew back in training would never have gone to the movies after a super villain brawl. She would have gathered all the Intel and then spent the rest of the night filling out her report."

Carol's glare subsided and she looked away from her friend. Jessica then got up from her seat and walked over to Carol.

"Every time you hang out with him, you start coming out of your shell a little bit each time. Admit it, Carol. You have the hot's for him don't you?"

Carol face immediately lit up as red as a cherry. "I do not!" she snapped back. "We are just good friends."

Jessica smiled as she placed her hand on Carol's shoulder. "No Carol, you're my best friend. And I've never seen you look at me that same way you look at him."

Carol face remained red but her features dropped as she looked away. Jessica saw the look and continued talking.

"If you don't make a move. Then you're just gonna feel bad and beat yourself up for it."

"It's complicated." Was all Carol could say.

Suddenly the sound of a car horn sounded outside the window and the two women looked out to see a familiar gold and silver car drive up and park at the curb. Nick jumped out of the driver's seat and ran around so he could stand by the passenger's door for Carol.

Jessica smiled as she leaned on the windowsill resting her chin in her hands in a dreamy-like expression. "Well you may need to uncomplicate it quickly," she said. "Cause I forgot just how cute he is and I'm thinking of making a move myself."

Carol decided to turn the tables for a change, "So what was all that hanging out with Soundwave the other day?" she asked, but Jess didn't really give her the desired reaction.

"Just welcoming the new guy to SHIELD." brushed off the raven-haired agent. Carol rolled her eyes as she grabbed her gear and left their apartment. Walking downstairs and out the door, Carol found Nick waiting outside for her and to his credit, and neutral.

"You're late." said Carol in an annoyed tone while crossing her arms and glared at Nick. The Prime sighed and nodded.

"Yes, yes I'm." admitted Nick in a sincere tone.

"Do you have an excuse?"

"No, I don't."

That sentence alone caught Carol off guard but she remained firm. After a brief moment, Carol walked up to Nick, the Prime half expecting her to yell at him for being late. He knew how much she hated being late, which is something he shared with her when there's a confirmed deadline. Nick just waited for the scolding he suspected was coming and waited patiently for it.

But instead of chewing him out like he'd expected, she simply sighed and walked up to him and placed her hand on his shoulder.

"I'm just glad you showed," said Carol, causing Nick to raise an eyebrow. But she then grabbed him by the collar of his shirt without warning and pulled him in close to look him directly in the eyes, "But don't ever keep me waiting again." She said in a threatening tone. Now, this was the Carol he knew and loved.

 _"Wait a nano click! Hold the phone! Did Nick just admit that he loves Carol!"_ shouted Amalgamous while gasping mixed with a laugh. Nick mentally rolled his eyes, seriously questioning how the Prime ever became one but he also was surprised.

Why would he think something like that? Granted he was coming to terms on how he felt about her ever since the Sentry's attack. But he never expected them to get as intense as this.

It didn't take a minute for them to realize Carol was still clutching Nick's shirt and they held their gazes with each other's eyes. Carol immediately let go of the Prime's shirt and took a step back, both teens blushing madly from the brief experience. Nick scratched the back of his head while he looked away from Carol.

"Shall we go then?"

"Yes, we shall." Carol responded. She then mentally slapped herself for saying something so stupid in front of him. What was wrong with her today?

Nick opened the passenger door and allowed Carol to climb in before he closed the door for her. He ran around the car to the driver's side and got in himself, start the car and peeled away from the sidewalk. The two drove in silence for a while, during that time Carol was having an internal debate with her feelings. A clash between her personal feelings and her duty, all of which centered around Nick. The thought actually made her feel guilty. Carol was so deep in her thoughts that when Nick sharply swerved to avoid a crazy cab driver on the road, her hand instinctively reached out to grab something to stabilize herself.

Her hand shot out and firmly grasped the gearshift, as she squeezed the shaft of the stick, she felt something click under her fingers, like a trigger. Carol looked down to see that the top of the gearshift stick had flipped open, revealing a small red button under the cap. She curiously stared at the cap, wondering what its purpose was.

Nick saw a second later what Carol had uncovered and what was now looking at. The Prime moved his hand over to place the cap back into place.

"Yeah, you don't want to touch that. Only for emergencies." Nick said as Carol's hand moved away from the gear shifter.

Carol raised an eyebrow as she looked back down at the gear shift. She couldn't help but be reminded of something whenever she looked at it. It was like something from a movie she saw a while ago. Shaking her head from that thought, Carol decided to say nothing more on the subject and just sit quietly in the car, as it coursed through the city. It was about five minutes into their journey when a message came in from Teletran.

 _"Alert! Decepticon signals detected!"_ reported the A.I. Nick groaned at the bad luck and pulled over so he could see what kind of threat it was.

"Where and what is it?" asked Nick as he rubbed his eyes in an annoyed manner.

 _"Robbery in progress at Stark Tower. Displaying visual."_ A portion of the windshield turned black then into a camera feed. Nick waited patiently as the feed became cleaner and he saw something that made him grin as an idea wormed its way into his head. About fifteen Vehicon Troopers were trying to rob Stark.

"I guess training is-" began Carol sadly because she did want to learn more about her powers, but Nick cut her off.

"Not canceled. We're just doing something a little different." said Nick while he pressed on the gas pedal and turned sharply to the right and began heading for Stark Tower.

"What?" asked Carol, confused.

"Vehicons were then main force and pretty much cannon fodder for the Decepticon army," explained Nick as he gestured to the screen in front of Carol, "Think a slight cut above Stormtroopers."

"Are they really that bad?" asked Carol, her confidence coming back a little bit more and also seemed slightly happier to hear they would still be training.

"Oh yeah." said Nick as he pressed a little harder down on the accelerator and sped off towards Stark Tower.

When they arrived at the base of the corporate building, Nick was just giving Carol a few pointers on how to use her powers. In this case, he was telling her about how to absorb and shoot energy. Stopping the car, both Nick and Carol got out and headed for the main entrance.

"Now remember, when absorbing energy, you can't tense your muscles. You need to be loose and relaxed, forget all the tension so that the energy can flow freely." reminded Nick as the walked towards the building, hearing the laser fire getting louder.

"I still say it's kinda hard to relax when there's an energy beam heading right at me." said Carol as she crossed her arms.

"True, I was the same way at first when I started using my powers," said Nick as he held the door open for Carol, "I'm pretty one of the Primes made a fail montage of me failing when using my powers."

Carol giggled at the thought of Nick constantly failing in training, while Nick rolled his eyes. However, any moment of amusement changed when a laser hit the wall just next to Nick. Both teens turned to look at the Vehicon who fired the shot.

"Prime's here!" shouted the Vehicon. A few Vehicons came running up, their right arms transforming into triangular blasters and took aim. Each trooper stood at the exact same height of five feet seven inches, all painted purple with red visors and the obvious Decepticon insignia on their chests. Just before the could fire, several blue energy blasts struck them in their chests. Looking up, Nick saw Iron Man hovering in the air.

"Nice to see you joined the party, Nick." said Tony as he hovered down and landed just next to him, "But I don't see how it's a good idea to bring your girlfriend here too."

Carol glared at the Armored Avenger while Nick also glared at him, but not as badly as Carol's. "I'm training Carol while on the job. Figured she could learn more in the field than just constant practice in a controlled environment."

"Riiight," said Tony sarcastically, "So you're not here just to impress her."

Nick immediately blushed at that while Carol just rolled her eyes. Their moment of conversation was interrupted when the Vehicons Iron Man shot were getting back to their feet. Nick turned to Carol and held her shoulders while looking her in the eyes. "Okay, Carol. Just remember what I told you and taught you last week."

"Right." said Carol, blushing slightly at their close proximity before Nick let go of her. She then took a few steps forward and stood before the Decepticon troopers. She closed her eyes for a moment,  _"Just relax, feel the energy flow."_ She thought as she calmed herself enough to feel relaxed.

That's when the closest Vehicon fired at Carol, the energy bolt flew through the air, but Carol held her ground. Iron Man looked ready to go in and help but Nick held him back. It's here that the bolt of energy struck Carol center mass, but instead of being sent back with a hole in her chest like the Vehicon, and Tony to an extent, expected, the energy washed over Carol. Immediately a warm, tingling sensation, flowed across her body, down her forearms, from her shoulders and then spread right down to her legs from her chest. In response, her body began to glow with yellow energy that surrounded her body the same way Nick's did when he absorbed energy. The sensation was odd and yet so wonderful at the same time. Carol couldn't help but wonder whether this feeling comes from all energy and if Nick felt somewhat similar when he used his powers. Cause right now, this electric feeling was so wonderful that she didn't want it to end.

Nick smiled, seeing Carol able to absorb energy perfectly. The other Vehicons tried firing, but every time they fired, their shots were absorbed by Carol. "Nicely done, Carol. Now let's try firing back." complimented Nick as Carol turned around to nod at Nick, sending him a proud grin that she was able to absorb multiple shots. Looking back, Carol took a breath and recalled one of their lessons.

Like Nick, Carol was able to fire photonic beams of energy from her palms. She first discovered this ability when she stretched her arms one morning and accidentally blasted a hole in her ceiling. It was one of the powers that Carol was very nervous about using. But Nick was confident in her abilities.

 _"Focus, build up, and Relax."_ recited Carol from their lesson. Nick taught her that in order to release the energy, she needed to do a few things. She had to focus on the energy within her, kinda like absorbing energy, to relax. Except to release energy, it was more of a push rather than a pull. Focusing her energy, Carol felt the energy return, her body became surrounded by her yellow energy field and aimed her arms at one of the Vehicons.

 _"Focus, Build Up, Relax."_ she thought once more as the energy around her hands glowed brighter. She extended her hands and relaxed, but instead of firing a beam of energy like Nick does when he uses his powers, the energy instead, exploded out in all directions, causing Carol to be blasted back a few feet and landed on her back.

Carol groaned as she pushed herself to her hands, had she been normal before the accident, she would have gotten a few broken bones from an impact such as that. But her new power set seemed to have included heightened durability, as such she only felt a little winded, just like Nick.

"Carol!" said Nick as he ran over to her, the Vehicons seemed to blink before they laughed at her attempt to shoot them. Nick glowered at the Decepticons and fired several blasts of Energon from his hand as he shot all of them at a rapid-fire pace. Nick went over to Carol and held out his hand.

"You ok?" He asked.

Carol groaned. "Yeah." She then reached out and took his hand and allowed him to pull her up.

"That was a pretty good attempt." He complimented as she dusted herself off. "We might take a break from that and maybe move onto flying."

"Less time talking, more time taking the bad guys down," said Tony as he flew over them and fired his repulsors and a few missiles at the Vehicons who scattered to avoid the shots. Nick nodded before he turned back to Carol. Giving the agent a reassuring look while he pat Carol on the shoulder. She blushed at their close proximity.

"Don't worry, you did a lot better than me when I got my powers," reassured Nick as he then transformed into Nova Prime and sprinted into combat. Carol felt a swell of pride, hearing that Nick believed in her and that he also had a tough time controlling his powers just as she had.

Carol smiled for a second, watching him go help take down the Vehicons with Iron Man, the two of them splitting off into different areas of the Tower. However, just at that moment, her phone rang. Carol grabbed the device and checked the caller ID and her smile faded. On a day like today, he was the last person she wanted to talk to.

* * *

 

Tony flew over the Vehicons, blasting the troopers with his repulsors while also musing about Nick's and Carol's obvious attraction to each other. As he shot another Vehicon, he began to wonder if they would ever admit their feelings for one another, I mean, they clearly liked each other. If that close call with the Kree Sentry and from what Jan described it as Nick liked her. Not just like her, but 'like' like her.

Whenever the kid was around Carol, even just talking or that one time he caught Nick day dreaming about Carol, Tony could clearly see that the kid would get a warm feeling inside him. Just as he is with Pepper. Maybe after their done here, he'd leave the two love birds alone.

 _"Sir, there is something that you should be aware of."_  said JARVIS suddenly, drawing Iron Man out of his thoughts when he just finished taking down another Vehicon Trooper.

"What is it JARVIS?" asked Tony as he looked at his HUD, getting the feeling he isn't gonna like what his Butler had to say.

 _"Sensors have detected a SHIELD frequency emerging from the building. Coming from Agent Danvers cellular phone, sir."_ reported JARVIS, if the A.I. was capable of sounding concerned, it was pretty close to actually being able to do so. Tony narrowed his eyes, wondering just what Carol was up to.

"Tap the call." requested Tony, the A.I. complied, being to discreetly listen in on the conversation. After a brief moment, the connection was made.

 _"And you're sure that he doesn't suspect anything?"_ said Nick Fury in the conversation.

 _"Yes, sir."_ replied Carol, sounding a bit uneasy.

_"And you've made progress?"_

_"Yes, Sir. I've been making progress, but these training sessions have allowed me to make some serious headway-_

_"Nova Prime is no fool, he'll figure it out eventually. You need to step up your pace."_

_"I know but I just need more time. He trusts me now, but I just need a little more time to firmly cement my position."_

_"This new relationship between you and Nicholas hasn't made you forget your mission?"_

_"No Sir, I haven't forgotten the mission"_

_"And you can guarantee this?"_

_"Director Fury, I can assure you. With a little more time, I can have Nicholas Prince as a member of SHIELD before the months' end."_

"Oh, that son of a-" snarled Tony as he ended the call and flew right back to the main hallway. That girl had a lot of nerve lying to Nick. He's lost almost everything and now she's playing on his emotions?! That's wrong. He flew right into the main hallway and landed with a loud clang right next to Carol just as she put her phone away. Carol nearly jumped when she saw Iron Man land right next to her.

"Tony, what are you-"

"Don't you start!" snarled Tony as he stalked over to Carol.

"What?" asked Carol, actually a little afraid of this side of Tony.

"What's going on in here?" asked Nick as he returned, landing a few feet from Carol.

"Everything was a lie, Nick!" hissed Tony as he pointed at Carol, "She's been playing you this whole time!"

"What do-" began Nick, but he realized what Tony was talking about.

"She's been spying on you for Fury this whole time, Nick," clarified Tony as his mask retracted, "This whole time she's been trying to get you into joining SHIELD."

Carol's eyes widened when Tony just told Nick that she was lying to him this whole time. She stood unmoving, holding her breath as the two stared down each other. The seconds spread into eternity before Carol could form any words into her mouth.

"Nick...I..." began Carol, but Nick didn't acknowledge her and instead addressed Tony.

"How can you be certain of that?" asked Nick, clearly getting a surprised reaction from Tony. But Carol was more shocked than anything like he just found out that his best friend was basically lying to him but he still took up her defense.

"JARVIS detected a SHIELD message coming from Carol," stated Tony, bringing up a hologram and recording of the conversation between her and Fury, "She's been lying to you this whole time, Nick. I'm sorry."

Carol could feel the harsh reality from each of Iron Man's words and it hurt her a lot, but what confused her was that she didn't feel any pain at all from Nick, just disappointment. But not for the reason she thought. But instead of telling Nick the truth about how she felt about him, she instinctively went back to her SHIELD training.

"Nick, you have to understand-"

"Was it all a lie?" asked Nick suddenly, cutting her off, but his words didn't hold any anger or any real emotion. They were just words, nothing more, "From the beginning? Was it all truly a lie? Pretending to be my friend, coercing me into trusting you, deceiving me into thinking that what was happening was real? And when you were done with getting me to join SHIELD and become Fury's pawn, was what we had going to go?" Carol couldn't explain, but his words held a lot of emotional meaning, despite not having any emotion in them when he spoke. She somehow felt that he was searching for something, like some sort of meaning in her words, how she felt.

"No, Nick it's not like that. I mean, yes, Fury did assign me to try and recruit you. But that was before I got to know you." replied Carol in desperation. Nick's expression softened ever so slightly, but Tony on the other hand just scoffed.

"Oh that is rich," stated the billionaire, "Hawkeye was right about you SHIELD guys. You trick people into thinking they're your friends, but in the end, it's just an act because Fury told you to. Nothing you say or do is real."

"Tony!" snapped Nick, taking Carol's defense once more, "Just let her speak." He then turned back to Carol, his expression showed real care, but hidden under sadness, "Was it real?"

"It was real to me. It may have started as a mission. But now it's become something...more," Said Carol as she stepped forward to Nick till she was staring him right in the eyes, "Nick...I..."

"Just forget it!" snapped Tony as he pushed Carol away and stood between her and Nick, "It's all gonna be worth nothing."

"Stark, stop!" said Nick, raising his voice for the first time in the argument, pushing past Tony, allowing Carol the chance to take hold of the teen's left arm.

"Nick, please listen." pleaded Carol, grasping ahold of his arm, but she was roughly shoved away by Tony.

"You stay away from him." snarled Iron Man as his mask snapped down, his repulsors glowing brightly as they were fully charged. If Carol was being honest, she felt like she deserved what was coming.

But before any of them could make a move, a chilling chuckle came out, "Well, well, well. What is this? A lover's drama?"

Nick's eyes widened as he, Iron Man, and Carol turned to the source of the snide remark. Standing at the top of an escalator was a large Cybertronian. He had broad wings, null rays on both his arms, long claws and a height that stood at roughly seven feet. His color scheme consisted of red, blue, and gray while his blood red optics pierced down at three below.

"But granted, I predicted this sort of outcome may arise. After all, it is SHIELD's nature to keep secrets." said the Cybertronian like it was no surprise as his optics came to rest on Carol as she felt the pain of the guilt become worse with each word.

"Starscream." said Nick as his body glowed and transformed into Nova Prime, taking a stance in front of Carol when the Vehicons he and Iron Man had defeated flanked the Decepticon from either side to aim their blasters at them.

"Uh, Nick, mind telling me who the heck this guy is and how he got into my building?" requested Iron Man, momentarily dropping the subject about Carol's betrayal.

"You never told them about dear old me? I am wounded, Nova." said Starscream as he laughed sadistically.

"Iron Man, Carol, I have the unfortunate duty to introduce Megatron's First Lieutenant during the war, Starscream." said Nova as he pulled out his swords, "What is that you seek, Starscream?"

"'Unfortunate duty'?" repeated Starscream in a mocking tone, "You should be honored to introduce such a high ranking officer of Megatron's glorious army."

"Former Officer of Megatron's former army." corrected Nova, earning a frown from Starscream, but the Decepticon hardly let it bother him.

"Regardless, I suppose I should answer your question," confided Starscream, "With my former master now in exile and the Decepticons all but disbanded, I saw fit to put together my own militia to conquer the Earth."

"You do realize that Vehicons are not the best soldiers, right?" asked Nova in a pointed attitude, gaining a small snicker from Carol but was quickly shut down by a glare from Iron Man.

"Perhaps," agreed Starscream with a shrug, "Which is why I had a few of them 'upgraded.'" Starscream then stood aside, just as several very heavy and loud footsteps echoed through the main entrance. From behind Starscream, a massive Cybertronian approached. It was a Vehicon, but the framing was all wrong. It was hunched forward with a massive tank barrel attached to it's back, large shields were attached to the arms and shoulders while the Cybertronian itself was about the size of the Hulk.

From behind them, the sound of helicopter blades spinning drew their attention to a miniature dark purple helicopter that flew down. It transformed in the air and landed with a light thunk as it looked up at the heroes.

"Nova, say hello to the Vehicon Elite." introduced Starscream, "Now destroy them."

With that, the larger Vehicon leaped down and crashed on the floor, causing some debris around it to jump from the impact. The Vehicon then ran forward and swung its right shield arm at Iron Man who flew upward to dodge the attack. In retaliation, Iron Man aimed his repulsors at the Decepticon and shot several blasts at it, but the Vehicon raised its arms, the shields connecting to each other to form a wide barrier that protected the Decepticon. The tank barrel on top began to glow as it fired an explosive shot at Iron Man which exploded in the air, knocking the Armored Avenger to the ground.

Nova was squaring off against the helicopter Vehicon which was holding to rotor blades in its hands like katanas. Nova pulled out his own katanas and challenged the Vehicon. Taking the challenge, the Decepticon sprinted forward and swung it's swords down, but Nova blocked the attack and punched the Decepticon in the head. The Vehicon stumbled back but remained standing. Nova tried to press his advantage and attack the Decepticon, but was met by a blocked attack and a side kick that caught Nova in his stomach.

The Prime stumbled back and raised his swords to block another strike from the Vehicon. The Decepticon flipped back in a ninja like pose before it dashed to left and then right. Nova watched as the Vehicon dashed from side to side, much faster than the generic Vehicon. Whoever gave these Vehicons their upgrades seriously knew what they were doing.

The Tank Vehicon that had momentarily taken down Iron Man turned it's attention to Nova and charged forward, shoulder bashing the Prime, stunning him long enough for the Helicopter Vehicon to thrust it's sword at Nova's head. The Prime reacted just fast enough to lean his head to the right in order to dodge the blade, however, this left his neck exposed for a light cut left behind by the Vehicons sword.

"AH!" Nova cried out in more surprise than pain as his hand instinctively went to hold the wound. Removing his hand, Nova saw a tiny amount of Energon in his palm, the Prime narrowed his optics as he put his swords away for more hand to hand combat. The Tank Vehicon swung its chunky arms at Nova, but the Prime dodged each attack and countered with a straight left to its dome causing the Vehicon to stumbled back before it landed on it's back.

The Helicopter Vehicon leaped at Nova, swinging its swords several times, but he dodged each attack with ease. The Vehicon kept slashing until one wide right slash went straight for his midsection. Nova blocked the blade with just the side of his hand. The Vehicon looked surprised, or about as surprised a red visor can be, when it saw the blade was stopped. Nova shoved its sword back and spun around to land and tornado kick to its chest, sending it flying back and slide on its pedes.

Nova turned back to human, shaking his hand as he grimaced. Carol saw that Nick was in pain and went over to inspect his hand.

"Are you ok?" she asked in concern.

"Yeah, I'll be fine." said Nick as he held out his hand for Carol to check. There was a large cut that went perpendicular to the length of the side of his hand.

"I'm sorry, but aren't you forgetting that she betrayed you?" asked Iron Man as he walked up to the two teens.

Carol was about to explain things better to both billionaire and Prime, but before she could, a low rumble of an engine drew their attention. From their right, a large tank came rolling up. But what was odd about the tank was that it looked like it was crossed with a fighter jet, giving it an irregular design. It was painted, black, purple, and a sort of teal color. It came to a stop before it transformed into a large eight foot nine inch tall Decepticon with blood red optics (which is becoming a trend), a pale face plate and a sinister grin.

"And here I thought Starscream had issues between whether he wanted Megatron's job or his approval." snarked the Decepticon sarcastically. Starscream scowled at the Decepticon but said nothing. Nick meanwhile recognized the Decepticon quickly.

"Overlord." said Nick as his fists began glowing.

"Ha, Miss me kiddo?" asked Overlord as he looked down at Nick.

"Like I need small pox." snarled Nick as his fists glowed a bit brighter. Iron Man also raised his repulsors and aimed them at Overlord, but the Decepticon laughed at the weaponry.

"Really? You think those pea shooters can hurt me?" asked the Con sarcastically as he raised his blaster and shot Iron Man right in the chest. The inventor flew through the air when the blast collided with him. Iron Man crashed through the main entrance and into the street outside.

"Iron Man!" shouted Nick as he saw his friend get blown out of the fight. Suddenly, Starscream jumped down and attacked Nick, swiping his claws at the teen, who dodged each attack and would counter with an attack of his own once in awhile. Seeing that Nick was clearly having to focus when fighting Starscream, Carol directed her attention to Overlord. She then charged right at Overlord, but the Decepticon could not take her seriously.

"Tell you what honey. I'll let you get the first hit in." said Overlord confidently, but that confidence instantly vanished when Carol let out a cry and punched the Decepticon right in the stomach. Overlord doubled over in pain, clearly not expecting how strong Carol really was. Inside her mind, Carol wanted to get Nick out of here and escape, fighting against the helicopter Vehicon clearly drained Nick of some stamina and he couldn't hold his own against two high ranking Decepticons.

One aspect of her powers that Carol was able to master quite quickly was her strength. While they haven't really tested her upper limits, Carol was easily strong enough to lift a SHIELD SUV above her head with little effort and dent solid steel with a single punch. Thanks to her usual SHIELD training Carol was able to control her strength so she wouldn't accidentally break anything delicate she touched.

However, with the two Decepticons and a small brigade of Vehicons and two Elite Vehicons, Carol didn't need to hold back and simply let go. Overlord was so stunned by the punch that he had no time to react to Carol's knee knocking him right in the nose, causing the Decepticon to snap his head and growl angrily at her.

Nick was currently parrying several swipes from Starscream, his claws raked across the teen's skin, but thanks to his powers, was able to prevent the sharp tips from digging in. "You should really train more often, child." said Starscream as he swept Nick's legs out from underneath him. Nick fell onto his back but rolled to the side and flipped to his hands and then feet when Starscream shot the ground where he once was. Nick then charged his fist with energy and landed a heavy punch right to Starscream's jaw, causing the seeker to spin around and counter with a swipe that slashed Nick across his cheek.

"AH!" cried out Nick as he held his cheek, feeling the burning sensation of the cut.

Carol had just landed an axe kick to Overlord's face when she heard Nick cry out. "Nick!" shouted Carol as she tried to run over to him, but the charging of a blaster drew her attention to Overlord who aimed his blaster at Carol and fired. Carol saw the bolt and raised her hand to intercept it, however, as she focused on what Nick told her, suddenly his kind words of encouragement, were drowned out by the bitter words of her betrayal from Tony. Those thoughts shattered her concentration and as the bolts hit her skin, she yelled in pain as the bolts stung the skin on her hand, leaving the palm quite burnt.

Carol clutched her injured hand as she looked up to see the Tank Vehicon form up with Overlord and both fired at her. Carol had no time to dodge the attack and raised her arms to block the shots. However the shots never came, risking a chance to look, Carol saw that Nick had taken the shot, his body glowed with energy, much brighter than before.

"Not gonna happen." snarled Nick as he fired a wide beam at both Decepticons, knocking them both back, though the Tank Vehicon was able to raise its shields and withstand the force of the beam. The Vehicon pressed forward till he was about a foot away from Nick. Carol saw her chance and leaped over the beam of energy and punched the Decepticon right in the head. The Vehicon stumbled back, dropping the shield and consequently allowed the beam of energy to crash into its chest, sending it flying back.

"Impressive, you pair make an excellent team," said Starscream mockingly as he strolled to both teens, "But you would make a better one if it weren't for one small detail that this wretch took your trust and threw it away."

Carol's head dropped, his words cut deeper than before, but Nick placed a hand on Carol's shoulder, giving her a look that said not to let it get to her.

"She may have lied to me, Starscream, but she is more than any woman I've encountered." said Nick as his fists glowed. Carol meanwhile was left completely shocked. Nick was still willing to defend her?! However, the sound of an approaching jet engine drew the attention of the entire group. Looking outside, the Decepticons and teens saw the Avenger's jet approaching the building. Starscream and Overlord scowled at the site.

"It seems we may have to cut our meeting short," said Starscream, the Vehicons he brought with him all formed up behind the Seeker, "And I have no intention of going in a human cell." The Decepticon then smirked sinisterly, "But I would hate to go alone."

Suddenly, the Helicopter Vehicon came out of nowhere, kicking Nick in the stomach, sending the Prime flying back into a wall across the lobby. The Decepticon then grabbed Carol's arm and threw her towards Overlord who caught Carol by her throat. Nick pulled himself out of the wall just in time to see a Groundbridge portal open behind the Decepticons and leave, Starscream cackling madly as he walked through.

"NO!" yelled Nick as shot out of the wall and sprinted right to the portal. Before he could reach it, the portal closed, leaving Nick to grab at the air in a desperate attempt. Nick came to a stop as he stood in the middle of the main area, staring with a horrified expression at where the portal once was. He was so lost in thought he didn't notice the other Avengers enter.

"Nick?" asked Wasp as she was the first to see Nick just standing there motionless, "Nick what's wrong?"

Behind them, Iron Man, who was being supported by Ratchet, who came along for whatever reason, grunted as he held his side. "You're gonna wanna sit down for this."

***Fifteen Minutes Later in the Avengers Mansion, Assembly Hall***

"I can't believe her!" yelled Jan as she just heard what Carol had been doing. The other Avengers were sharing similar thoughts to Jan. Carol was Nick's friend, and she just spat on that friendship when she was discovered that she had been spying on Nick this whole time and also been trying to sway Nick into joining SHIELD.

"Well you better believe, Jan." said Tony as he folded his arms with a scowl on his face. The inventor had called for a meeting just after Carol had been kidnapped. Nick was still in his minor shock but he also attended the meeting. But his expression was downcast as he leaned on the table, hands folded as he leaned his forehead on them.

"Should have seen this coming," stated Clint as he clenched his knuckles, "I was a SHIELD agent, I should have seen the signs."

"But now we have a new dilemma," said Black T'Challa as he watched Nick carefully, seeing that Nick was showing absolutely no anger. Odd for someone who just found out the person he thought he could trust was actually spying on him, "Do we rescue Ms. Danvers from Starscream, or do we allow SHIELD to?"

"I say we let SHIELD save their own," snapped Grimlock as he slammed his hands on the table, "She got what she deserves."

Nick at that point had about enough and stood up from the table, his chair squeaked as it was forced back while Nick headed for the exit. Jan saw this and tried to follow.

"Nick?" said Jan in concern, but Nick didn't turn around.

"I need a moment, Jan." said Nick gruffly as he left the hall. Jan watched him leave with a sad expression before the doors closed. Once he was gone, she sat back down in her chair while the others were wondering what Nick might do.

"You don't think he's gonna go after her?" asked Jazz, glancing at Hank who rubbed his chin in thought.

"It's hard to say," admitted Hank before he turned to Tony, "Tony, can you recall what Nick's emotional response was to when he found out that Carol was lying to him?"

"JARVIS was recording the whole conversation," answered Tony as he brought up the information on his Avenger's I.D. card. Throughout the conversation, all of the Avengers saw that Nick barely showed much emotion, other than sadness and some minor annoyance with Tony when he got a little physical.

"Okay, so the kid the doesn't express himself." said Clint as he leaned back in his chair, "He's also a Prime, Jazz said that they don't show a lot of emotion."

"That was only Optimus," pointed out Jazz, "I've never met the other Primes so I don't know what they're like."

"Even so, an adolescent like Nick should have shown at least some emotion when he found out that Carol had been deceiving to him," disputed T'Challa as he gestured to Nick's vital statistics, "And yet, he's heart rate increased only slightly while his adrenaline levels remained low." Everyone had to agree with T'Challa, it was really weird that Nick didn't get angry or even surprised when he found out that Carol was spying on him. Hank thought about it more, as did Ratchet, the only reasons Nick couldn't have gotten angry was that he was able to control his emotions even better than someone like Optimus, or...

"Nick knew this whole time." said Steve as he also realized the same thing as Ratchet and Hank. Just before anyone could say anything, JARVIS alerted them.

 _"Sir, it would appear that Nova has left the mansion, along with his trailer."_ reported JARVIS.

"I swear, one of these days.." groaned Ratchet as he pinched the bridge of his nose.

* * *

 

Elsewhere, Carol was regaining consciousness, she had been knocked out by Overlord when they were in the Groundbridge. Groaning, she lifted her head to see that two Vehicon Troopers were holding her under her arms while they stood behind Starscream. Looking around, Carol saw that they were in some sort of alien headquarters or bridge of some kind. The SHIELD agent groaned as she felt her head throb in pain.

"We enjoy our little nap?" asked a taunting voice. Looking up, Carol came face to face with Overlord who leered down at her with a sick grin.

"W-what? Where am I?" asked Carol as she tried to stand but the Vehicons forced her back down. Starscream turned around to look down at Carol, a sadistic smirk crossing his lip.

"An excellent question," said Starscream as he placed the tip of his claw underneath Carol's chin, "This was a Decepticon cruiser that crash landed on Earth thousands of years ago. The Harbinger."

"Impressive." stated Carol sarcastically as she pulled her chin away from Starscream. Ignoring her comment, Starscream continued on with the explanation of his new base.

"With the Decepticon Cause all but abandoned by our former leader, I have taken the mantel of new Lord of the Decepticons. But, with the Autobots' newfound hold on Cybertron, I needed a new planet to start my conquest." Stated the former Air Commander as he gestured to the numerous Vehicons around him.

"If you think Nova Prime is gonna let you conquer the Earth you're wrong." said Carol confidently, but the mention of Nick caused her some pain.

"Perhaps, but he won't be able to stop from inside a holding cell, or better yet, he won't live to see it at all," retorted Starscream as he leaned forward to Carol, "Especially when I have an incentive to bring him to me."

"Primes are known for saving weak damsels in distress." sneered Overlord as he laughed.

In any other instance, Carol would have taken huge offense from those insults. But in her current situation, those words were only simple paper wads to what Nick could come up with. The young SHIELD Agent glared at the Decepticon as he stood in front of her.

"You're wasting your time if you think he'll come for me." She stated. Her pain reflected in her words. As soon as she said that, the radar began beeping wildly.

"Starscream, sensors have detected an Autobot life signal approaching the base at high speed." reported a Vehicon Trooper from the console he was operating. Starscream would have made a snide comment but he was more confused about one thing.

"How was he able to find us?" demanded Starscream as the same Vehicon brought up a camera view of Nova Prime in Hyper Mode barring down on the base. Carol was also surprised to see Nick go out of his way just to save her, but she didn't feel like she deserved his rescue.

"So much for calling him." said Overlord as he saw the Prime approaching, he then turned around began to head for the exit, waving a few Vehicons to follow him.

"And where are you going?" asked Starscream turning around to face his partner.

"Getting the welcome wagon ready." said Overlord as he pulled out his blaster while the Vehicons readied their blaster arms.

* * *

 

Outside, Nova was heading directly for the Harbinger, not exactly sure why he was going there, but some sort of pull in his spark said that Carol would be there. He wasn't sure why he thought this or felt this way, but he didn't care. Nova somehow knew Carol was there.

His battle mask snapped shut as he flew in closer, not even bothering to pull away as he got closer and closer to the former cruiser. It was then Nova smashed right into the side of the ship, breaking through the hull and coming into a crouch before looking up. When he did, Nova saw a squad of Vehicons standing in his way between him and Carol. Too bad for them.

Nova shot forward, punching Vehicons left and right and throwing one into a group. He wasn't in any mood to deal with them, right now, his main concern was finding Carol. Seeing that his current opposition was dealt with, Nova stomped through the Harbinger, heading right for the bridge.

When Nova rounded a corner, he saw Overlord standing between him and a set of doors leading to the Bridge. Nova stomped towards Overlord who looked giddy to be fighting the Prime.

"Well, Prime, let's have it," said Overlord as he gestured for Nova to bring whatever he was expecting, "Let's hear the iconic 'every being is equal, regardless of sex' speech." Nova didn't even bother to humor him with a speech and instead grabbed the Decepticon by his throat and lifted him into the air.

"Speech this." snarled Nova as he pulled his left fist back and punched Overlord squarely in the face. The force of the punch was enough to send the Decepticon through the doors and into the bridge. Overlord groaned as he fell iunto stasis. Inside, Carol was still being restrained by the two Vehicons while Starscream stood confidently at the center of the bridge.

"You came. What kept you?" asked Starscream as Nova stepped through the entrance.

"Release Carol now, Starscream." demanded Nova as he stood in front of Starscream.

"I think not, Nova." said Starscream without a trace of doubt as he took a small device that he held in his hand and slammed it against his chest. The device transformed around him, expanding and covering Starscream in a teal armor and silver armor. Nova took a step back as he recognized the armor.

"The Apex Armor." identified Nova as he saw the armor.

"Indeed, but this is not the original Armor. It was crafted by a good friend of mine as a means to eliminate you. I take it that you know Shockwave?"

"We've met." confirmed Nova as he held his ground. Starscream took a few steps forward to leer over Nova now that he was the one who had the height advantage.

"I suspect you have." without any warning, Starscream backhanded Nova into a wall, the Prime crashing into the metal before he hit the ground, "And I also suspect that you know you can't beat me."

Starscream loomed over Nova, who grit his denta as he threw a punch, but Starscream caught Nova's fist and countered with a punch of his own. The force of the blow was enough to slam Nova into the ground where he turned back into Nick.

"Nick!" shouted Carol as she tried to run over and help her friend, but the charging of blasters stopped her from moving. Nick pushed himself to his hands as he looked up at Starscream.

"You have me now, Starscream. Just let Carol go." requested Nick as he kneeled. Starscream only laughed as he grabbed Nick by his right arm and hoisted into the air so they were level.

"Actually no, I will not do that. I need to show her just what's in store for the rest of humanity when I release her back to SHIELD with the knowledge of what she witnessed." sneered Starscream as he slammed Nick into the metal floor, causing Nick to cry out in pain. Starscream placed his other hand on Nick's back to hold him in place as he began to slowly twist the Prime's arm. At first, Nick held his mouth shut, but soon the pain of his arm being pretty much ripped off became too great and Nick began to scream in pain.

Carol watched as Starscream cackled madly as he slowly began twisting Nick's arm out of its socket. Seeing him in so much pain seemed to hurt her just as much as him. It was unbearable; she couldn't let this happen to him. She closed her eyes as tears fell from them, but Nick's screams still filled her ears and drove a stake through her already shattered heart.

In that moment, something inside her snapped. All she could think about was getting to him, protecting him, and tearing apart anyone that would dare hurt him. All self-control left her as her instincts kicked into gear.

Carol opened her eyes, but instead of her usual blue eyes, they were glowing yellow. Yellow energy then started to surround her body, quickly gaining the attention of both Vehicons. Both Decepticons tried shooting Carol, but the energy was instantly absorbed by Carol as the young woman was now through.

"NO!" Carol screamed as she released a massive pulse of energy from her. There was enough power behind it that the entire bridge shattered, both Vehicons were sent flying across the room while the blast knocked Starscream off Nick. The teen held his arm as he stood up to see Carol floating several feet in the air, glowing intensely. He blonde hair flowed freely behind her as the usual band that held her hair in a bun snapped when she released the energy wave. He red scarf flowed behind her like a cape.

"Leave. Him. Alone!" Carol snarled as she glared at Starscream who was getting back to his feet.

Despite her threating tone, Starscream was hardly concerned at the tremendous display of power. "I don't believe so."

Seeing that Starscream was still gonna be a problem, Carol shot forward, flying right at the Decepticon and smashed him through a wall. Nick watched as Carol kept going through each wall till she was outside.

Outside the Harbinger, a portion of the rocky cliff that the ship resided in broke into pieces as two objects flew out of the debris. Starscream slammed into the ground as Carol hovered above him. Seeing him get back up. Carol raised her hands, recalling her instructions earlier in the day, Carol focused her energy and allowed it to flow into her arms, building up into her hands. Then once she built up enough, Carol relaxed her muscles. This time, instead of blowing up in her face, a powerful beam of yellow energy blasted out of her hands, cutting through the air like a saber. The beam slammed into Starscream, sending him sliding back, carving a small trench with his feet.

Once she was in close, Carol landed a right to Starscream's side before following up with a left cross. Starscream tried to block each attack, even though they did little to severely hurt him, he did still feel some pain, much to his shock. Carol landed a few more blows before landing both fists down on top of Starscream, smashing him into the ground. Starscream groaned as he got back to his feet.

Carol smirked at her temporary advantage, but just as she thought she had Starscream, the Decepticon suddenly leaped into the air and tackled Carol to the ground. Back on the ground, Starscream slammed her into the stone ground and tried to crush her with both fists, but Carol rolled out of the way and flipped backward onto her feet.

Starscream ran at Carol and swung both fists down once more, but Carol blocked the attack, but this left her vulnerable to a front kick from the Decepticon. Carol fell back and landed on her chest. Pushing herself to her hands, Carol looked back to see Starscream charging right at her and slammed right into the teen. The impact flipped Carol into the air where she crashed back onto the ground. Looking up, Carol had no time to avoid a knee right to her face that caused her to cry out. Starscream then smashed her into the ground.

"I'm sorry my dear, but with the Apex armor, I am invincible." said Starscream proudly as he pressed his foot down onto Carol's back, "And just like you, Nicholas will meet his doom, just as any other hero. You all have the same weakness."

"You're wrong." She grunted. "He's the strongest, bravest and most selfless person I've ever met."

"If he is as strong as you say he is, then where is he?" chuckled Starscream as he raised his right fist into the air.

"STARSCREAM!" roared a voice behind Starscream. The air commander looked behind him and a look of fear crossed his faceplate. Flying at him like a battering ram, Nick flew full speed. Nick landed a blow to Starscream's back hard enough to cause a shockwave to erupt. The Decepticon was sent flying several yards where he crashed through a large boulder before coming to a stop.

Nick landed on the ground and held out his hand for Carol. The SHIELD agent looked up at Nick before taking his hand. She had a small smile, as did Nick but more for relief that Carol was unharmed. Their little moment was interrupted by a growl from Starscream who was back on his feet and charging at them.

"Tag team?" asked Nick, taking out his Decepticon Hunter and created a whip. Carol smirked as her body glowed with energy.

"Oh yeah." agreed Carol as she got ready to attack. Nick smirked as his own body glowed and they both flew at Starscream. When both parties were a few yards away from each other, Nick sent his whip to Carol who grabbed the cable and pulled it tight to create a clothesline. Starscream saw the clothesline but failed to avoid being flipped over by it.

Nick and Carol formed up together before charging at Starscream. The Decepticon had managed to get back to his, shaking his helm because the impact had actually stunned him slightly. Nick flew higher into the air and wrapped his whip around Starscream's neck and yanked the Decepticon off balance. While still able to escape the hold thanks to the Apex Armor. He couldn't react fast enough to dodge or block a double kick from Nick.

Both attacks sent Starscream stumbling back where Carol landed a right uppercut that sent him stumbling back. Starscream's arms were flailing in front of him, completely disoriented because each punch would leave him dazed. The two teens were working in perfect sync, sending the air commander stumbling back and forth. They passed him between each other about four more times, each, before Nick grabbed his arm and threw Starscream into a stone wall.

"NO, I DID NOT ESCAPE A PACK OF PREDACONS JUST TO BE DEFEATED BY A PAIR OF HUMAN CHILDREN!" roared Starscream as he stomped on the ground like a child. Nick and Carol both stood next to each other, both of them sporting a smirk.

"Wanna put him out of his misery?" asked Carol as glanced at Nick for a second.

"It would be the right thing," said Nick as he held his hand out for Carol, blue energy coursing over it. Carol decided to do the same with her hand, and she took Nick's hand.

Both energies began to feed back on each other, becoming a white energy as the power flowed over both of them. Starscream was charging right at both teens, letting out a massive battle cry as he was nearly on top of them.

Still holding their hands together, Carol and Nick aimed their fists at Starscream and sent a massive ray of energy that slammed into Starscream. The Decepticon screamed in pain as the Apex armor shattered and he was sent flying back, carving a long trench in the ground. After a minute, Carol and Nick both dropped the beam and lowered their hands, but still held on to each other.

It took Carol a second to realize that she was holding Nick's hand longer than she thought and quickly let go, a small blush forming. Nick felt her let go and he turned to her. Carol looked down, very depressed about what she had done for SHIELD. She had taken his trust and basically threw it away, or so she thought. Nick went over to Carol and placed a hand on her shoulder.

The teen SHIELD agent looked up to Nick, seeing the concerned look in his eyes. "Carol, can we talk for a minute?"

Carol could feel the amount of concern in his words, confusing her once more this day. She couldn't understand why Nick was still being so kind to her, she lied to him, manipulated him, tricked him into thinking she was his friend. Did she really deserve that talk?

Before she could respond, a spot light shined down onto both teens. Looking up, Nick and Carol saw several SHIELD jets hovering just above them. Nick narrowed his eyes, in the distance, he saw the Helicarrier. Looks like he's gonna have that talk with Fury after all.

* * *

 

A few hours later, Carol and Nick were exiting a SHIELD jet inside the Helicarrier's hangar. Inside, Nick saw several vehicles lined up, ranging from fighter jets to army jeeps. To the sides were also several containers, some of which Nick knew the contents of.

Being led by a pair of SHIELD agents, Nick and Carol walked passed a few agents and pilots. However, Nick suddenly stopped and walked off to the side to lean on one of the containers. Carol saw Nick stop as did the SHIELD agents.

"Please keep moving." requested one of the agents.

"No, I'm not going to Fury, he's coming here." stated Nick as he crossed his arms.

"Nick..." began Carol, trying to console him to just follow the agents, but Nick gave her a look that said to just listen.

"The Director is currently in his office and is waiting for you to arrive." explained the Agent, but Nick only scoffed.

"Then you'll have no problem telling him that I am aware of Agent Danvers' mission," said Nick, the two agents looked at each other before they turned around and began to leave, but Nick had one more thing to say, "and the Cyber Initiative."

Both agents stopped to look at Nick, seeing the glare in his eyes, telling them to get Fury. After a moment, both agents left. Carol meanwhile was a little confused. What was the Cyber Initiative?

"Nick, what are you doing?" asked Carol softly as she stood by Nick's side. Nick looked at Carol, a kind but serious expression adorned his face.

"SHIELD has not been honest or have been honoring the agreement between myself and Fury," explained Nick, "You see Carol, not only did I have jurisdiction over any and all Cybertronian related matters, SHIELD was supposed to be informing me of whatever they find that is connected to Cybertron. They have been holding back certain parts of information because they were afraid that I would blow the whistle on them."

Carol's eyes widened, Nick knew what SHIELD was doing and what they haven't been telling him? How did he know that? Before she could ask Nick what that was, Nick Fury came walking towards them. Carol stood at attention while Nick frowned at the sight of the Director.

"Fury." greeted the Prime in a frustrated tone. However, Fury was going to cut right to the chase.

"How long have you known that Agent Danvers has been monitoring you and attempting to convince you to join SHEIlD?" asked Fury. Nick glanced at Carol for a second, looking for some sort of sign or emotion that she might have been hurt by what he was going to say, so he decided to get it over with.

"I was aware that Carol was spying on me from the very start," said Nick, casting Carol an apologetic look when she glanced at him with a hurt and surprised look on her face, "I predicted that SHIELD might try something like this and would likely have Carol, given our relationship and use that to convince me into joining SHIELD. But I want to know is why?"

"It's because we need someone like you," replied Fury as he held his hands behind his back, "SHIELD has been brought into a whole new field of combat. These Decepticons can tranform into anything technological. Which is why I had Agent Danvers try to recruit you."

"But in our agreement, I said I would be willing to assist SHIELD, you would only need to call me. I haven't received any message that demanded my assistance," disputed Nick, unfolding his arms to walk up to Fury, "But working 'with' SHIELD wasn't good enough as to 'for' SHIeLD."

"You think we can just call you when ever we want?" stated Fury, "SHIELD has been dealing with these Decepticons for months since you arrived. I should be thankful that I haven't lost an agent yet. SHIELD is not equipped or possesses the knowledge of dealing with Cybertronians. You do."

"You're right about the knowledge," said Nick in a low tone that actually sent a chill up Carol's spine. She had never seen this side of Nick and to be honest, it scared her. The Prime then suddenly aimed his fist at a container and blasted the lid off. A few agents raised their rifles because of sudden discharge but Nick paid them no mind as he approached the container and pulled out two objects that made Carol gasp. "But tell me, Fury; how does possessing MECH equipment and copies of their tactics count as poorly equipped?" In his hand were a MECH standard issue rifle and a mask.

"Those are here for a reason." interjected Fury, but Nick was having none of it.

"And what reason is that? That you've been studying the methods and reproducing the weapons of a known terrorist organization and have a means to eliminate me should I turn out to be less than what I've said?" Nick then dropped both objects to the ground.

"No, those are for strictly-" Fury was cut off when Nick stomped on the ground, crushing the rifle and mask in the process.

"DO NOT TREAT ME LIKE A FOOL, FURY!" roared Nick in anger. The sudden outburst caused Fury to become silent, as did a few agents. Nick then began to walk towards Fury, "I have been well aware of the countermeasures SHIELD has put together to not only deal with Decepticons and by extension me, should I refuse to join SHIELD. Not only did you have Carol spy on me, you have been rather busy learning everything you can from Fracture, having agents Fitz and Simmons regularly run examinations of the mercenary and his minicons."

To show that he knew what he was talking about, Nick took out his card and used it's holographic projector to display a video feed of said agents examining everything they could about Fracture.

"It also came as no surprise that you recovered the remains of the Forge of Solus Prime and have been trying to find some way to repair the hammer and restore its power in order to create new weapons for dealing with threats." The hologram changed to the remains of the once golden hammer being put through dozens of tests of refusing the relic.

"I should also mention that Fowler was none too happy when you tried to integrate Unit E into SHIELD." concluded Nick as he replayed the conversation between the Director and Liason.

"How do you know all this?" demanded Fury, trying to change the subject.

"I have my methods, same as SHIELD, I assure you," said Nick in harsh tone as he stood in front of Fury, "But the fact remains, Fury, despite SHIELD's clear disregard for ethics, privacy, trust, and less than admirable methods, I had held out hope that this organization would become something better than I had initially thought. But I was wrong, SHIELD has not become better, if anything, with the introduction of new radical technology, it has become worse."

"We don't get to decide if something is right or wrong for the greater good," interjected Fury, "If you're saying that SHIELD's methods for dealing with these Decepticons are too dishonest, then who do you think will deal with them?"

"The Avengers will," answered Nick without hesitation, "As of now, the Avengers have proven to be far more effective with dealing with Decepticons. Not long ago, a former member of Team Prime and a veteran of the war has joined the Avengers. He is more than intelligent enough to effectively assist the Avengers in dealing with the Decepticons."

"And what happens when the Avengers aren't enough?" demanded Fury, knowing full well that he's lost the argument at this point.

"I still have connections to Cybertron," replied Nick without a trace of doubt, "And I know that they are more than willing to lend a hand should the situation call for it. But the fact remains, Fury. The Avengers are not the heroes this world needs, the Avengers are the heroes this world deserves. And I don't care if you move heaven and Earth to change the fact that SHIELD is not required to deal with the Decepticons when the Avengers are fully capable of doing so" Nick then sighed before he looked Fury directly in the eye with a stare that could have stopped the Hulk in a heartbeat.

"As of now, the presence of Decepticons on Earth are the Avenger's priority. If you do anything involving Cybertronian, I will know. You will also surrender any Cybertronian artifacts to the Avengers, where they will be properly studied by Doctor Pym and Tony Stark under the careful watch of Ratchet. And another thing, if you ever use the people I care about, like Carol, against me, I will make no attempt to restrain Ms. Van Dyne from coming down here and knocking some sense into you. Are we understood?"

Silence hung in the hangar, Carol's jaw hung slightly open, no one had ever spoken to Fury like that. And Nick just ripped apart any argument that Fury had of justifying SHIELD's involvement with Cybertronian matters. Any way you looked at it, Nick was right, the Avengers may be unorthodox and a mismatched bunch of heroes, there was no denying that they were capable of dealing with the Decepticons. But the final word was left to Fury who just held his glare at Nick who returned with one of his own, only this glare was far worse.

After a minute, it looked like Fury muttered something, but Nick wanted to be certain as he turned his head to the right and pointed to his ear, telling Fury to speak up.

"Understood." said Fury, a little louder but not by much. Nick nodded as he turned around on his heel to leave. Carol looked like she was about to follow, but wasn't sure if she should. Nick had just unleashed a lot of anger, though it might not have been very vocal, it was incredibly precise, to the point of being nearly scary. This was the kind of anger no one wanted to experience, and she was a little glad Nick knew that she was spying on him from the very start, otherwise she might not have survived a lecture from Nick.

* * *

 

It had been a few hours since Nick ripped Fury a new one, and the other Avengers saw that Nick was clearly drained. They weren't sure if it was from being mad at Fury or from his and Carol's battle against Starscream, Overlord, and a militia of Vehicons. So they decided to make an attempt to comfort the young Prime. One idea was pizza, which got Nick's attention and he agreed and even explained everything to them while they waited.

After telling them the whole story, there was a knock on the door. Clint, being the closest, walked over to the front door to open it.

"Wow, you guys weren't joking when you said thirty minutes or-" Clint stopped midsentence and his smile disappeared when he saw the person standing there. It wasn't the Pizza man, instead was a rather nervous looking Carol Danvers, dressed in civilian clothes, stood on the other side of the door, a downcast expression on her face as she looked up at the Worlds Greatest Marksman.

Clint looked at her with a blank look before he spoke, "Carol."

"Is Nick here?" asked Carol nervously while rubbing her right arm with her hand.

"Yeah, he's here. He told us about you two and what happened." explained Clint as he let Carol in. The SHIELD agent looked slightly more nervous being inside the mansion, if it was because of the other Avengers or Nick himself, "He's on the roof, just thinking."

Before Carol could thank him, she was cut off when someone called out from behind him.

"Hey, Clint is that the pizza," Jan called from behind him as she walked into view, "I hope he got our order right cause I'm-"

When she saw Carol, Jan's expression turned from cheerful to more annoyed and frustrated.

"What is she doing here?" demanded Jan as she glared at Carol who looked down slightly ashamed.

"I came here to talk with Nick." answered Carol in a nervous tone because this version of Jan scared her slightly. Who would have thought that despite all of Janet's party girl, fun loving attitude, she could be so scary. Jan continued to hold her gaze before she sighed and pointed upstairs.

"He's on the roof." said Jan as she walked away without another word. Carol nodded before began to head upstairs. Walking down a few hallways, making a wrong turn once or twice before she found herself on the Avenger's roof top. Standing on the balcony was Nick, staring out at the sunset while just listening to everything around him.

Carol walked up to him but stopped a few paces behind, not sure how to talk to him after completely chewing out Fury. She was about to say his name when Nick beat her to the punch.

"Carol?" said Nick as he turned around, seeing the blonde agent. His facial expression depicted sadness and regret but it melted away when he saw Carol.

"Nick." greeted Carol as she stepped up to the teen. For the first minute, the two stood in uncomfortable silence. Nick stood silently not sure how to start, while Carol nervously scratched her jacket as she tried to work up the nerve to talk to him.

Eventually, Carol mustered up enough courage to take a deep breath and look Nick in the eyes. She then reached into her ear and pulled out a small earpiece communicator. She then dropped the device to the ground and proceeded to crush it under her foot. Carol then reached into her pocket and pulled out her phone and then tossed it away into the bushes below.

"This is between you and me," stated Carol, "No one else."

"Only fair if I do the same." said Nick as he took out his I.D. card and flicked across the rooftop. Nick took a second to speak with Primus, wanting to know if he had the alright to keep this private.

 _"Dad...could I..."_  began Nick, not sure how to ask, but it would seem he didn't need to.

 _"I understand, Nicholas. Just tell her how you feel."_  said Primus, understanding what his son was going through. Nick nodded as his chest began to glow. At the center, a small orb of energy formed as it soon began to take shape. In a few seconds, the energy took the form of the Matrix of Leadership. The anceint relic hung on a chain around his neck. Nick took the relic of the Primes off and placed it gently on a table nearby. Once he was ready Nick turned around to face Carol.

"Nick, I'm sorry," She began, "I'm sorry about everything. I never wanted to hurt you and there where times that I wanted to tell you, but I could never find the right time to say it." Nick could feel the pain coming from Carol and reached to take her hand. She took a breath before continuing.

"At first this started as a job. I was doing my duty as a SHIELD Agent. But as I spent more time with you and got to know you. You became so much more than just a job." At this point, tears began to form in the corners of her eyes as she confessed to the Prime.

"You are the bravest, selfless, most irritating person I've ever met. And I like you, Nick. Like, like-like you, and I know I screwed up and there's no chance that you'd ever want to be with me after what I did. But can we at least still be friends? Cause I can't picture my life without you, Nick." For a brief moment, Nick said nothing before he silently pulled Carol into an embrace, catching her off guard.

"You don't have to apologize, Carol. And to tell the truth, you are not the only one whose made a mistake and wants to start over," said Nick tenderly as he held Carol in the embrace for a second before he let go to look Carol in the eyes, "When we first met, I didn't know what would happen between us, but when I found out Fury had tasked you to spy on me and try to recruit me into SHIELD, I decided to allow what happened between us to run it's course while also keeping tabs on SHIELD. What started out as a mission that went against what I was taught by the Primes, it soon became something more. The longer I spent time with you, the more I could see the Carol Danvers underneath the mask of Agent Danvers. I never liked lying to you, Carol. I honestly didn't, but I don't regret that I got to meet you and the more time I spent with you, the more it changed from being about my morals to being about you."

Carol didn't know what to say as Nick just admitted that he felt the same way as she did. Nick continued, "Carol, you are the most amazing woman I have had the privilege to meet and call my friend. And I want to start again. No more lies, no more tricks, I just want to try."

The blonde agent didn't say anything for a moment, just listening to what Nick to say. The Prime then looked away disheartened, "If you're mad that I used you to spy on SHIELD and that you'd just like to remain as friends, I-"

Nick wasn't able to finish that sentence as he felt a soft hand placed itself gently on Nick's cheek to turn him to look at the blonde agent in front of him. Carol then leaned forward and pressed her lips to his, kissing the Prime deeply. For Nick, he was caught completely off guard, feeling like he was struck by lightning. A few seconds passed before he composed himself and fell into the kiss himself, returning it with an equal amount of force. Reaching around her waist, Nick pulled Carol flush against him while she wrapped her arms around his neck. The Prime then wrapped his other hand around Carol's waist, deepening their kiss. The two young adults stood there, just lost in their kiss, till they pulled apart, smiling to each other.

"I guess this means you're willing to try?" asked Nick as he rested his forehead against Carol's.

"Yeah, yeah I want to try." agreed Carol, completely touched that Nick was willing to give each other a second chance.

"Does dinner sound good?" asked Nick, blushing slightly because this was the first time he was actually asking her out.

"It sounds wonderful." replied Carol as she had a blush of her own.

Nick smiled as he pulled Carol into a hug, which she returned in full. The two just stood there as the sent continued to set. After a few minutes, Carol thought it was time for her to go and Nick offered to walk her to the door. Placing the Matrix back on, Nick and Carol walked back to the main entrance. As they walked back, both teens shared a genuine smile.

The first step towards a real relationship had been taken. No one knows where it might lead, but there is no doubt that it will become something more.

**_To Be Continued..._ **


	14. To Forgive and Start Anew

**_Chapter 14: To Forgive and Start Anew._ **

"I can't believe I let you convince me to help pick out what to wear." grumbled Nick as he tried on a different dress jacket for the tenth time. When Nick asked Jan to help him get ready for his upcoming date with Carol, he should have thought it through more because Jan was also a widely known fashion designer so she took her time picking out the right thing for him should have been seen coming.

"Hey, you asked me to help out, and this is exactly what I'm doing," said Jan as she walked around Nick, inspecting the combination of a navy blue jacket, a black shirt, and gray slacks, "But are you sure you want to do this?"

The day before, Carol was revealed to have been spying on Nick from the very beginning for Fury in hopes to have Nick join SHIELD. But while that may sound like a betrayal, Nick was aware the whole time and was also monitoring SHIELD through Carol.

But the event of Starscream, Overlord, and a small militia of Vehicons proved just how much Carol truly cared about Nick and how much he cared for her. So when the two teens confessed to being less than honest, they decided to give each other a second chance, no SHIELD, no Avengers, just them. Nick had invited Carol to have dinner with him and it was climbing up to that time. But a few Avengers were slightly weary of Carol, Jan being the most vocal, followed Grimlock (odd enough as it is).

"I still don't get it," said the size-changing heroine as she flew around Nick one more time, "I mean she lied to you and yes, I know you knew that she was spying on you at the time. But can you run it by me again one more time?"

Nick sighed, as he fixed his jacket, "It's a sort of test date, Jan," explained Nick as he fixed his shirt and pulled a draw open on his dresser to take out a silver watch that his dad gave him when he was little, "This is a chance for both of us to see if the other is really serious about earning our trust. I won't lie, I did have doubts while I was spying on SHIELD through Carol that anything would happen between us, but what kind of person would I be if I didn't give her the chance to prove herself and I to her. I mean, after that bar fight on Cybertron, I ran into Predaking again but this time around, we actually gained each other's respect and he became a good friend of mine."

"Yeah, you told me that story and I'm still confused how a Predacon, who threatened to roast you alive and then eat you, became your friend." Stated Wasp as she landed on his dresser to look at him.

"Life works in weird ways, Jan," said Nick as he looked at himself in the mirror. Making sure everything was just right.

Wasp looked at the teen with a worried expression on her face. She considered Nick like a little brother and she didn't want to see him get hurt by anyone. But at the same time, she saw how Nick's whole spirit seemed to light up when he said Carol's name and all the times before when she saw the two of them together. Each time they were with each other, Nick looked like he had been the happiest he could be since the day he met Carol.

Wasp sighed, then flew off the dresser, grew to her full size and walked over to Nick and started straightening out his collar. "You really like her don't you." Nick did not avert his gaze, but the tiniest blush formed. Wasp smiled, "It's ok to say it. I won't make a big deal about it."

Nick didn't say anything for a moment, but he did, "And what happens if I say yes?" asked the Prime.

Jan gave the young hero a small smile as she flattened the creases out of the jacket. "Then you hold onto her. I may not trust her as much as I used to, but if you think she's worth it. Then don't let us hold you back."

"It just feels very complicated." Nick admitted.

"It always does," Jan stated, "But you just gotta roll with it and if it's meant to be, it's meant to be."

"Uh, how long have you been after Hank exactly?" asked Nick with a teasing tone.

"Watch it, Prince," said Jan after she blushed and gave Nick a playful hit on the shoulder, "or I'll zap that stylish jacket of yours."

"You're the one who picked it out," smirked Nick as he stood challengingly to Jan, "You'd be wasting your own money after all."

"I know. That's why I'm gonna let you off with a warning." She replied waging her finger at him.

Both heroes shared a short laugh as Nick checked his watch. He saw that it was getting close to the time for him and Carol to meet up.

"I've gotta go." said Nick as he got ready to leave.

"Have fun. And be safe." said Jan sincerely.

Nick gave her a smile before he left his room. He headed down to the Avengers garage and got into his car and then went off to start his date.

* * *

 

A few moments later, the Prime arrived at Carol's apartment building, getting there a few minutes early so he could pick her up at her apartment rather than the street. Nick got out of his car and entered the building where he went up to the thirteenth floor and headed down a hallway to he arrived at apartment sixty-eight. Reaching up, he knocked on the door.

Waiting patiently for a few second, Nick was greeted by a familiar face, just not the one he was going out on a date with. Standing in the doorway was Jessica Drew. The same age as him and Carol, Nick could probably only find one word to describe the woman. Downright hot. Not only due to her features that were on par with a supermodel, she topped it off by wearing what appeared to be an elegant dress with a window that displayed a little of her cleavage. But Nick had met Jessica in the past and even though their meeting was brief, he could easily tell that she was trying to tease him.

"Nick." greeted Jessica with a smile as she looked him up and down as if she was checking him out, "What are you doing here?"

"Is Carol here? I was supposed to meet up with her." answered Nick in a level tone.

The raven haired teen smiled at the Prime, "Yeah, she's here. Just getting ready." She then held out her hand for the Prime, "It's nice to see you again."

"Likewise." said Nick as he took her hand, showing no signs of being flustered or any awkwardness that Jessica was hoping for.

"I don't think we've had a proper conversation. Carol can't stop talking about you, but I gotta say, you are every bit as cute as I last saw you," said Jessica, once again looking him over like the first time wasn't enough. "Why don't you come in so we can chat while Carol's getting ready? She might be a little while."

"Alright." said Nick as the raven haired teen took his arm and pretty much dragged him in. Once inside, Jessica all but tossed him on the couch. Nick noticed that she was much stronger, and he wasn't sure, but did he detect the tiniest traces of pheromones?

He was brought out of his thoughts when Jessica sat down right next to him on the couch and shifted so that she was closer to him. She gazed at Nick with her bright green eyes and placed her hand on his arm in a playful manner. But Nick was not fazed by her advances.

"You have a date tonight?" asked Nick, as he made a slight gesture to her attire.

"What this?" Jessica asked, referring to her dress. "Oh, this was just something I threw on. I didn't want you to get the wrong impression of me, the next time we met."

"And here I thought you managed to break through to Soundwave." said Nick as he chuckled. Jessica may not have shown it, but she was a little annoyed that Nick was falling for her usual tricks.

"Oh, so does tall, dark, and brooding talk about me?" asked Jessica, now a little interested.

"This may not sound like much but he actually asked an actual question about you." said Nick as he recounted his last talk with Soundwave.

"What did he ask?"

"Well, he was wondering why you seemed so intersted in him, so he asked me." said Nick plainly.

"Is he really that oblivious?" asked Jessica with a hint of amusement and new curiosity as she shifted so she was closer to Nick.

"It's not that he's oblivious, it's that he's never been in a relationship, much less a human one," explained Nick before he decided to play along with Jessica's game, "But if you do somehow break the spymaster, he's may be the luckiest guy on the planet."

"Aww, aren't you sweet." complemented Jessica.

Nick was well aware that she was teasing him, and he would put money on that Jessica knew that also. While she may not have shown, Nick could feel her minor frustration thanks to empathetic abilities. It was taking some will power to resist the pheromones that Jessica could produce, but even then, his will held strong.

Before Jessica could make any more advances, her antics were suddenly put to a halt by a loud, authoritative voice.

"JESS!" Carol shouted. Nick turned around calmly, shifting slightly away from the teen that sat beside him. In the doorway was Carol, dressed in casual clothing with a red shirt and blue jeans. She wore a brown, aviator style jacket and her signature red scarf was wrapped loosely around her neck. Her hair was surprisingly not tied up in its usual bun behind her head, but instead hung freely.

While not as attention grabbing as what provocative attire that was worn by Jessica, Nick couldn't help but look at Carol in awe. He stood up to Carol, knowing that she wasn't mad at him, but more at her friend for pretty much cuddling up beside her date.

"Carol." greeted Nick with sincerely gratitude and completely calm. While Carol raised an eyebrow, instead of tearing him a new one, she turned her attention to Jessica, who had folded her arms and pouted for ruining her fun before she could break Nick.

"Jess what did I tell you about teasing him?" Carol said, addressing her friend.

"Oh come on, Carol, I had to try." responded Jessica.

Carol rolled her eyes. "I told you how important tonight was. I don't need you complicating things."

"I was so not complicating this," defended Jessica, "I just wanted to meet your boyfriend before you two left."

Immediately, Carol blushed while Nick pinched his nose, "He's not my boyfriend!" snapped Carol, sparing a nervous look in Nick's direction before she refocused, "We're just going to dinner."

"Uh huh," Jessica responded clearly not believing Carol, "Well if that's the case, maybe Nick and I should go on a date." Jessica then shot Nick a playful wink, but Nick made no response, thus disappointing her even more.

"JESS!" Carol exclaimed, immediately resulting in the raven-haired teen to start laughing at the reaction from her friend.

"Ok, ok, I've had my fun. I'll leave you two to enjoy your 'Non-Date'." She said, punctuating her statement with air quotes as she walked away. However just as she was about to leave the room, she looked at Nick one last time and made the 'Call Me' gesture with her hand.

Nick just snorted in amusement while sending her a smirk. Jess looked a little surprised that he didn't seem to be even fazed by her advances but Carol was a little impressed but also surprised.

Soon the two teens were left alone, an awkward silence hung in the room for a couple of seconds. Neither of them really sure what to say first. It is a bit difficult to find the right thing to say when you go from, 'I'm spying on you, and I was using you' to 'Would you like to go on a date with me?' in the span of twenty four hours, so anyone could be a little awkward.

Eventually, Nick cleared his throat and took the initiative.

"You look great." complemented the Prime.

"Thank you," replied Carol, "You look good too."

"Thanks, but I don't really deserve the credit. Jan was the one who picked this out." explained Nick while he gestured to his attire.

"She was ok with you doing this?" Carol asked a little surprised given her last encounter with the size-changing heroine.

"She was a little hesitant," admitted Nick, causing Carol's expression to fall, "But she's willing to give you a second chance as long as I believe in you."

Carol gave the Prime Avenger a kind smile, which he returned in full. He then gestured to the door. "Shall we?"

"Defiantly." Carol responded.

The two then exited the apartment with Carol hooking her arm through Nick's as they walked down the hall together. Once Nick felt they were far enough away, he turned to Carol.

"I didn't realize your roommate was such a tease." said Nick in a somewhat playful tone.

Carol immediately groaned and rolled her eyes at the comment. "Don't even get me started, Nick."

Nick chuckled at her reaction, but he could see one thing happening, "If she tries really hard, she could actually break Soundwave." said Nick, causing Carol to smirk at him, the whole time neither let go of the hold they had on one another.

* * *

 

As the night passed on, the two teens went to a restaurant. A nice place that served (in Nick's mind at least) the best burgers in New York. During that time, they took the time to reintroduce themselves to each other or, more accurately, a chance for Nick to get to know the real Carol Danvers, and she gets to meet the real Nicholas Prince.

Currently, the SHIELD Agent was telling him about her time at the SHIELD Academy. "…Well, if you're in combat and your wingman is calling you "muppet-head", it reminds you that you are not a killing machine. You are, in fact, a human being and everybody on base thinks you look like a muppet." She explained.

"So the nickname helps keep your pride in check so you don't get to full of yourself." surmised Nick as he saw the logic behind it.

"Exactly." Carol confirmed

"So what was your call sign?" Nick asked curiously.

At that question, Carol broke her eye contact with a blush forming on her face.

"Cheeseburger." She answered hesitantly. "Before you ask why, it is not the kind of thing you want to hear about over dinner."

In response, Nick immediately leaned forward, an eager grin on his face, "If you tell me your call name, I'll show you that training fails montage of me."

Carol seemed to take a moment to think about seeing Nick make a fool out of himself when he first started training, before she nodded and recalled her memory, "Okay, before they put you in an airplane, you first get put into a g-force simulator. Which spins you around and around; you've seen them on TV before, I'm sure you have seen one."

"You're gonna get a kick out of this. My training did not only include combat and marksmanship, it also included learning how to fly a fighter jet," said Nick, earning a surprised look from Carol, "so I know exactly what you're talking about."

"Wait, you're a pilot, too?" asked Carol, repeating what he just said.

"Yeah, I guess you haven't seen me fly yet but let's get back to the story," said Nick, "You were telling me about the overpowered carousel...Oooohhhhh... I see where it going." cringing slightly but replaced it with a coy smile.

"Yeah… Just guess what I ate for lunch right before it was my turn on the merry-go-round?"

"Oh God!" said Nick as he knew exactly what she was referring to.

"Oh yes." Carol admitted. "When you barf and you're pulling five G's…it sort of shoots an inch or so out in front of your face, then comes screaming straight back."

From hearing her experience, Nick did the one logical thing, he laughed. Not so hard, but did not relieve Carol's embarrassment.

"Yeah. Laugh it up." She grumbled, her face adopting a permanent shade of red, however, that shade vanished and she adopted a coy smile of her own, "But what about your training?"

Nick immediately stopped laughing while he adopted a blush of his own. He scratched the back of his head, but a deal was a deal. "Alright, alright." said Nick as he took out his phone and went to his videos. Scrolling to the ninth video, he pressed play and the amusement began.

It was basically a training course with Micronus waiting at the start next to Nick. Basically, whatever kind of thing that could happen to a person in a training course that consisted of lasers, obstacles, and a load of other unfortunate devices lay for him.

Carol was trying desperately to contain her laughter when Nick took a shot right to the groin, but when he got to one stage of the obstacle course, that's where she finally started laughing, about as hard as Nick did. Nick grumbled as he folded his arms, blushing madly at Carol's amusement.

"Okay, I was pretty bad back in the day." admitted Nick with a chuckle.

"No, you had it pretty good that time," disputed Carol as she got over her laughter but still snickered once in awhile, "getting vomit out of my hair was terrible!"

The teens shared another laugh, then Nick gazed at Carol with a genuine smile on his face. Not the same kind smile that he was wearing for the entire duration of their date.

"Thank you for telling me that. I know that must have been hard for you to say." Nick said, with a warm smile on his face.

Carol returned the smile as she took a sip of her drink. "I meant what I said. No more lies; no SHIELD, no Fury, no honey-potting."

"That goes for me as well." said Nick in between a giggle. He couldn't deny; Carol did seem different now that she wasn't secretly trying to manipulate him. More free with her actions and seemed less forceful with her actions. Granted it was a subtle change from her usual behavior, but it was one that he noticed due to the fact that he had come to know her so well.

After dinner, Nick and Carol got back into Nick's car and he pulled out a blindfold and handed it to Carol. When she asked what it was for, Nick merely responded with, "Trust me."

She then shrugged and covered her eyes with the fabric. For what felt like an hour, Carol was driven to a destination, walked through an unknown location, and walked up what felt like a ramp and was then strapped to a chair and buckled in. She then felt the roar of what could only be a jet engine as she then felt the pressure build up that one can only get from flying in a plane. Then after a few minutes, the rumbling ceased and she felt Nick unbuckle her from her seat and proceed to lead her down the ramp again.

At this point, Carol was growing impatient by the prolonged blindness, "Ok, Nick. Where have you taken me?" she asked impatiently.

"Just a bit further," said Nick as he guided her. Then they came to a stop. "Alright, here we are." Nick said as Carol felt his hands move past her face and remove the blindfold from her eyes.

From being in the darkness for so long, even the artificial lights of the area they where in cause Carol to blink a few times before her vision cleared. Once they did, Caro'ls eyes widened as she realized where they were. Currently, the two were standing on a viewing platform and ahead of them was the launch site of the NASA space shuttle at Cape Canaveral. Nick had flown her all the way out to Florida.

Carol was so surprised that she didn't know what to say, she just walked over to the railing and looked over the scenery in front of her. Nick who gave her a small smile at her surprised expression soon joined her.

She turned to Nick, he mouth still agape. "Wha-wha...H-how did...Why did..."

"It's one of your stories you told me that gave me the idea that this was your favorite place to go when you were little." clarified Nick, cutting off her cute stutter. "You said that you hiked all the way here to see the shuttle launch when you were just a kid. It's one of the stories you spoke so passionately about that I knew you weren't lying about."

"I can't believe you would do this for me." Carol said as she looked at him in awe.

"My original plan was to show you the crash site of the Ark, the Autobot Ship that brought Optimus Prime and the Autobots here to Earth and then I would take the Quinjet into orbit to give you the full astronaut tour. But I thought that would have been a lot for a first date."

Carol blushed slightly as she raised an eyebrow. "So this is a date? I thought we weren't labeling this thing?"

"At this point, I think it's kinda pointless to deny it, but you got me there," admitted Nick with a chuckle, "But the more I thought about it, the more I came to realize there was no other word for it."

"True. But I don't think your team will be too happy about you dating me. I think Hulk still wants to turn me into paste, and Grimlock wants to roast me alive." Carol stated.

"Perhaps," sighed Nick, "But just give them time. They'll come around. I was willing to try, same as you, so they'll try to."

"You really have that much faith in me. After everything I did?"

"Let me ask you; do you have faith in me, even though I lied and used you?" asked Nick, sincerely, Carol seemed a little confused but nodded.

"Yes, yes I do."

"Then there is your answer. No matter what, I'll have faith in you Carol." stated Nick with conviction. While he didn't agree with what Carol did. He understood why she did it. She was so determined to prove herself after growing up being told she couldn't do anything, that it'd make sense she would follow Fury's orders and do what it took to complete her mission.

But at the moment, he wasn't with Carol Danvers: Agent of SHIELD. No, Nicholas Prince was with Carol Danvers: The most amazing girl in the world.

When Carol heard his words, she felt a warmth grow in her chest. Nick had that much faith in her, and it left Carol so touched. The two locked eyes with the other, and leaned into each other. Carol wrapped her hands around Nick's neck while he wrapped his around her waist to pull her in close. There, their lips met, pressed firmly against each other. They both felt the sincerity of the others kiss and returned it just as strong. For several moments, they were lost in their deep embrace till they pulled out. Sharing a genuine smile.

"I take I was your first kiss?" asked Carol, with a genuine smile, but Nick immediately blushed hard as he looked away.

"Well uh... you're actually my second." admitted Nick in uncertainty. Carol let go, seeing a little bit of jealously that she wasn't his first kiss.

"I thought you said you never dated." said Carol, a little frustrated, but Nick began to explain.

"Remember when I said that Amora the Enchantress has a thing for hitting on me?" said Nick, awkwardly tapping his fingers together, "well it was the day I was telling you about my first bar fight and I got called down by Wasp to take down Whirlwind. Except it wasn't Wasp, it was actually Amora and a bunch of other villains. Basically, I was able to take down a few of them, but Amora got the drop on me and well she uh, she kissed me."

"SHE KISSED YOU!" Carol exclaimed, which caused Nick's face to turn red with embarrassment.

"Y-yeah, she did. She and the other villains needed me unconscious to pick off the other Avengers and she knocked me out via kiss." explained Nick, "I think you've read her file."

"Yeah," admitted Carol, still a bit mad, not at Nick but at Enchantress, jealous that her new boyfriend's first kiss was to a known villain and not her. Wait, boyfriend? Carol didn't know why she thought that, but as she realized, they shared a kiss on top of the mansion and here, so there was no way to deny it. Nick and Carol were now dating, "Just promise me that you won't allow her to kiss you anymore."

"That's something I can guarantee." said Nick with a chuckle, before he pulled Carol in for another embrace, the young SHIELD agent returned the hug. The newly formed couple held onto each other for a long time. Happy to finally be together.

* * *

 

Later in the evening as the couple was walking down the street towards Carol's apartment, Nick held Carol's hand while she rested her head on his shoulder.

For the entire trip back, Nick couldn't stop smiling. He found someone he could truly relate to, and he was happy that he was growing up, also to be one of the few Primes to have a girlfriend. True, there was a tiny part of him that was afraid that Galvatron, Unicron, or any Decepticon may change that, but the confidence he felt when he was with her made him believe that he could take on anything that came his way.

"This was nice," said Nick as they arrived at Carol's apartment building, "We should do this again, sometime."

"I would love that," Carol admitted. "But if we are going to start dating. We have to set up some ground rules."

"Okay, sounds fair." Nick nodded.

"Ok rule one. While I'm on duty, we act professionally around each other. No PDA or anything like that. I don't want to be treated differently, just cause I'm dating an Avenger." She clarified.

"Right, got it," agreed Nick, "And rule two. You can't report to Fury about personal stuff unless I say otherwise."

"Done," Carol said without hesitation, "Fury knows that you know about my mission anyway so I doubt he'll be having me continue to spy on you. But I promise unless you say it's ok it's just between us."

"Thank you, Carol." said Nick.

"Though I might tell Jessica." She coyly added.

"I knew it! I knew this coming around! But why?" asked Nick, slightly surprised.

Carol giggled at his reaction. "Oh come on Nick. That's what a girlfriend does with her girlfriends. We gossip about our boyfriends and share everything. It comes with the territory."

"I thought you were trying not to be a stereotype?" Nick humorously stated.

"I may be tough. But I'm still a girl, Prince." Carol stated, giving him a playful wink.

"You most certainly are," Nick agreed, as he pulled Carol in close and gave her one more kiss, "Goodnight, Ms. Danvers."

"Goodnight, Buckethead." Carol replied playfully.

Nick smirked as he watched Carol walk up the stairs to the entrance. She looked back at him one more time and smiled warmly at him. He returned the smile as she walked through the door and went inside.

The Prime let out a long; also dreamy sigh as he walked down the street, a little spring in his step. Tonight had certainly ended on a high note for him. But a few may need to be one hundred perfect sure.

* * *

 

For Carol, she had a wonderful time with Nick, he had been kind to her from the very start. But now she was tired and ready for a good night sleep. Between being mistrusted by the Avengers, seeing Nick go off on Fury, and now Nick forgiving her and going out on a date to show just how much the other was willing to try a find a new start, she was definitely wiped out. Hopefully, Jessica will leave her alone till morning. As she unlocked the door to their apartment and locked it once she was inside, she heard a small cough behind her. Carol whirled around, fists glowing for whatever intruder was in her apartment; but froze when she found an aged man wearing a white jacket, black shirt, light pants and a cane in his hand. He looked to be about in his fifties, but Carol's SHIELD training told her not to underestimate this man.

"Hello, Ms. Danvers." greeted the man casually, not at all threatened by her glowing fists.

"Who are you?" asked Carol, shifting her stance slightly.

"I'm surprised Nick hasn't really told you much about his old man," said the stranger in a lighthearted tone, but still conveyed some amusement, "But that should be expected when he was surveilling SHIELD at the time."

Carol was now suspicion as well as confused, how did this guy know about Nick spying on SHIELD through her, and what did he mean by Nick's old...

Carol's eyes widened as he fists stopped glowing while she adopted a look of shock. "Y-you're Primus?" stammered Carol, completely shocked as well as mildly afraid of what he could do. Nick had said that Primus was a god, meaning he could do anything. Was he mad about her lying to Nick, despite him already knowing what she was doing?

"Yes, yes I am," confirmed Primus as he stepped forward to give her a kind smile that practically radiated peace, "I see you returned from your date with Nicholas."

Carol nodded. Primus walked up to Carol, from a distance, Primus did not look really that tall, but up close, Carol had to look up a bit to even see his eyes.

"Now, I've been protective of Nicholas ever since he was a child. Even more so when Galvatron murdered his mother, and I want only the best for him." said Primus in a serious tone.

Carol nodded, trying to keep her composure, but she could feel some sweat dripping down her neck. Primus looked away for a brief moment, before turning back to Carol with a warm smile.

"And from what I can tell, he couldn't do any better than you, Ms. Danvers."

"W-what? Even after I-" Carol's stammered after her jaw dropped. But before she could continue with her stuttering, Primus raised his hand to stop her before he placed a hand on her shoulder.

"You're a good person, Carol. I have no doubt in that you will bring Nick to a whole new world of happiness. And I'm happy for you as well, despite the facade orchestrated by Fury, you never really enjoyed lying to my son, and that is what makes you different. I'm proud to say that you are with my son."

Carol nodded, relieved that Primus wasn't angry. The las thing she needed was an omnipotent alien planet mad at her. Primus turned around to but stopped a few paces from the door. "Oh, and one more thing, Carol."

"Yeah?"

"Be sure to not allow Nicholas to get away with anything, even the smallest of injuries. He may be a Prime, but he is still human, and you're just the person to remind him of that." requested Primus with a bemused smile. Carol smiled happily before nodding. Primus turned to her apartment and opened it up. Instead of the usual hallway that resided in the entrance, a portal to a different planet laid. Carol took a few steps to the door to see a shining city of metal, hundreds of robots going around like citizens. Carol's jaw dropped, she was seeing Cybertron.

Before she could enjoy the view any longer, Primus stepped through the portal and shut the door behind him. Carol stood frozen in place, just shocked at what she had seen. But a small smile formed on her lips, grateful that Nick's father had accepted her and allowed to now start dating his son. Carol was so lost in her brief moment that she didn't notice Jessica walk in, wearing only a bra and shorts.

"Hey, when did you get here?" asked Jessica tiredly.

Carol only smirked as she walked by her friend.

"I had a great time, thanks for asking." said Carol sarcastically, but still in a light tone to mean she was only messing with her.

"Really? What was he like? Hey! Don't leave me guessing!"

**_To Be Continued..._ **


	15. Mutants and a Dinobot

**_Chapter 15: Mutants and a Dinobot_ **

New York City is a bustling place, in particular at night. But, for the Avengers, there was no time for sightseeing especially with a supervillain at large.

Earlier in the evening, the Avengers got a tip that Whirlwind had popped up and was now somewhere in the city. To increase their efforts, the Avengers split into smaller teams to cover more ground and have better odds of capturing the villain. One team was built of Grimlock, Nova Prime, and Thor.

Currently, The God of Thunder, Dinobot, and Prime were currently searching across the city and rooftops. Grimlock was mainly running across the rooftops since he couldn't fly, but he kept in human form because he was too heavy as a Cybertronian and he wasn't too keen on public knowledge of him. While Thor was not too keen on the whole mission in general.

"I do not see why we must devote the entire might of our forces to track down this villain. Well, from her tales of the encounter, Wasp can defeat this Whirlwind quite easily." Thor stated aloud.

"I'm with him." said Grimlock as he jumped across another roof before stopping just a few feet away from the edge of another roof. Nova took a moment to hover in the air to address both of his teammates.

"It is more of a fear factor. Like how you and I helped the others defeat Mandrill without using force," explained Nova, "Do you recall how quickly he surrendered?"

Thor grinned as he recalled the memory. "Indeed. He surrendered quite easily. A sad disappointment for a villain."

"Wish I was there." grumbled Grimlock as he folded his arms, really wishing he could have been there to see the villain shaking in his boots when he saw him.

"Not every villain we battle must be a world-conquering warlord," said Nova, knowing that both bruisers would likely enjoy a good fight, "But perhaps the next villain we face could be one."

"I'll hold you to your word, Son of Primus." Thor responded.

The Prime chuckled before he turned his attention back to the New York Skyline, "I suggest that we split up once more from here. Grimlock you will come with me. You don't have a lot of street experience so I want to be certain you don't break something."

"You say I'm not careful?" asked Grimlock, but received only a blank look from Nova. Alright, alright."

"Thor, you head inland, Grimlock and I will scout the docks. If you do find Whirlwind, do not bring him down before we arrive, I'm certain Grimlock would want a piece of the action." said Nova, glancing at the Dinobot for a second. Grimlock chuckled at the implication, he knew that Nova was right, he did want a piece of the action.

Thor nodded as he broke off from their group, and though he didn't say it aloud, he was partially glad that they didn't have to go so slow because Grimlock couldn't fly. Nova flew off with Grimlock sprinting across the rooftops. The Prime scanning the area in front of him while Grimlock kept his attention on the ground around him.

Suddenly the blaring of sirens sounded off, not too far from where Nova and Grimlock were heading. Whether or not it was the authorities trying to capture Whirlwind, the Prime's instincts took over as he flew towards the sound of the sirens. Grimlock trailing behind.

Nova landed on the edge of a roof to see what the source was and was instantly surprised. Grimlock stopped beside Nova and saw the same thing. The sirens were not, in fact, coming from police cars, but rather military style vehicles that looked like the cross between a Hummer and a tank, the letters M.R.D was printed on its sides. Three of them were currently tearing down the street in pursuit of something. Whatever they were chasing, no doubt it had to be dangerous if these things are needed to catch it. Perhaps this was Whirlwind after all?

"We follow?" asked Grimlock, already knowing the answer. Nova nodded and took to the air while Grimlock jumped down to the street and sprinted after the MRD trucks. Eventually, the three vehicles came to a halt at the end of an ally way. The doors opened and several men, all wearing dark green and gray body armor and armed with advanced rifles, piled out of the vehicles.

Nova flew over the squad of men that rushed into the ally while Grimlock stood on the edge of the building that made up the ally, having gone back to the roofs. Both Autobots looked over the ledge and a pair of optics widened while Grimlock snarled angrily at what they saw. It wasn't a supervillain these soldiers were chasing at all. Instead, standing with its back to the wall, crying her eyes out, was a little girl.

From the looks of it, she looked no older than 10 years old. She looked to be of Asian descent, possibly the Philippines. She wore a baggy gray T-shirt that was a few sizes too big for her and a pair of black leggings. She had short black hair her tear-stained cheeks and a terrified face as the soldiers closed in on her.

Nova couldn't believe what he saw while Grimlock was just plain pissed off, these military-grade tough guys, were cornering a little girl. Granted they knew a thing or two about how looks can be deceiving. But still, it was clear this girl was terrified and everyone knows that it's a bad idea to corner a potentially dangerous target.

At that moment one of the soldiers stepped forward, apparently the one in charge. He was a tall, strongly built man, who wore the same uniform as the other soldiers. He had a bald head and a trim mustache, but the most defining feature was the three slash marks across the bridge of his nose down the left side of his face.

"This is Colonel Moss of the Mutant Response Division!" the man called out in an authoritative tone, with the slight undertone of bitterness in his voice. "You have nowhere to run, Mutant scum! So come along quietly and there won't be any more trouble!"

The girl sniffed as her lip trembled. "GO AWAY! I want my Mommy!" She screamed back, breaking down into another fit of sobbing as she dropped to the ground and curled up into a ball.

"I repeat, surrender and come with us or I will be forced to take lethal action!" Colonel Moss threatened. He then raised his right arm and made a hand signal to his men to move in.

Grimlock snarled angrily, he flipped out his sword. It was clear to him that this girl was hardly a threat, as any being with the ability to fight back would have done so at this point. Seeing a group of men bullying a harmless little girl made the Dinobot's Energon boil, and he sprung into action and leaped off the roof, digging his sword into the side of the building to slow his decent. Grimlock pushed off the building and landed with a thud between the MRD soldiers and the girl.

"You leave her alone." snarled the Dinobot as he hefted his sword and adopted a fighting stance. The soldiers stopped in their tracks at the sight of the eight-foot man with a giant glowing sword in shock, "Now get out of here before you make me do something you're gonna regret."

To drive his point even further, he engulfed his left fist in fire. Turns out, each Cybertronian has a unique ability when they turn into a human. Grimlock's was pyrokinesis.

While the soldiers were surprised by Grimlock's sudden appearance, they quickly got over it and aimed their weapons at him. "Mutant freak! Take him down!" shouted on of the soldiers.

One soldier fired a handgun at Grimlock's head, but he didn't even try to get out of the way. Instead, which should be impossible for Grimlock's physique, he caught the bullet between his pointer finger and middle. This shocked the soldiers and Nova who was standing above to an extent.

"I ain't a mutant," stated Grimlock as he rolled the bullet around his hand before he flicked it right back at the soldier who tried to shoot him, nailing the young man in his right leg. Grimlock sent bullet back with enough force that it went through the man's leg, causing him to cry out in pain. Clutching his injured leg to stop the bleeding, "I'm your worst nightmare."

With a roar, Grimlock leaped at the soldiers, the ally lit up with dozens of gunshots while Grimlock dodged the shots to get in close. It was way too easy for the Autobot bruiser as he used his combat training in the gladiatorial arenas and eons serving in the war to out maneuver and fight off the soldiers. Grimlock grabbed a hold of one of the soldiers by the leg and threw him around into a group of others. One soldier tried shooting the Dinobot in the back, but Grimlock ducked under the shots and bashed the soldier in the head with the pummel of his sword.

"You can still walk away," stated Grimlock as he dragged his sword across the ground, creating some sparks, "I'd take it while I'm still in a good mood."

Colonel Moss sneered at the Dinobot, "You mutants are all the same," He spat, "Thinking you can do whatever you want cause you have powers. Putting innocent people in danger and thinking you're above everyone else. Well, let me tell you something, freak. You're all a menace to society, the world would be better off without your kind in it and pretty soon, they'll be nowhere for you to hide."

"You say I want to hide, but what you're doing is wrong." stated Grimlock as he stopped in his tracks, "I'm not fond of people who have power and don't use it. They think they are the best, thinking they can be top dog but have done nothing to show for it." Grimlock recalled when Zeta Prime was leading the Autobots during the war. He never liked the man, but this guy made his Energon boil even more, "But people who abuse their power to make the lives of those who can't fight back I hate. And right now, that's you."

Colonel Moss's expression remain neutral, the aliens threat completely rolling off is shoulders. He then placed his hand to his ear and activated the communicator in it. "This is Colonel Moss, you are cleared to engage."

Without warning, the sound of a powerful engine roared above Grimlock's head, as well as Nova's. The Prime and Dinobot looked up at the source, only to be immediately blinded by a powerful searchlight from a combat helicopter that hovered above the ally. Grimlock was so thrown off by the spotlight, that he was unable to see the net that was fired from the helicopters gunner. The net stretched out and caught the Dinobot.

Before Grimlock could begin to hack his way out of the net with his sword, a surge of electricity flowed across the net, shocking Grimlock, but it barely fazed him. Spending days being dissected and operated on by Shockwave gave him a ridiculously high pain tolerance. The surge stopped but Grimlock remained standing, he grabbed the net with his hands and ripped it apart, his teeth barred as he glared hatefully at the Colonel.

The Colonel frowned, this was gonna be a little harder than he thought. "Bring in the heavy weapons. Once he's down, I want these two back to the facility, I want them-"

He was interrupted when the piercing sound of a jet, sliced through the air. Everyone looked up to try and see the source as the powerful sound echoed all around them.

Suddenly from above the ally, a jet came into view. It was primarily black in color and had a long streamline body with two large, jet engines at the rear. The jet stopped in mid air, hovering via thrusters located underneath it.

At first, Grimlock thought it was more MRD, but his expression changed when he saw the look on the soldier's faces. The ramp of the jet opened up and the soldiers all aimed their weapons at the aircraft.

Suddenly a primal yelled erupted over the sound of the jet's engines and a being swiftly leaped off the ramp and descended down to the street at alarming speeds. The being landed in the thick of the MRD soldiers, tackling several of them to the ground. The sound of several blades being unsheathed sounded out which was then immediately followed by the sound of metal being torn and pained yells as soldiers started getting tossed aside like bowling pins.

The soldiers standing closest to Grimlock were forcefully dispersed, he saw who was responsible. He was a buff man, roughly five foot nine, wearing a yellow, sleeveless suit with black on the shoulders, which ran down the sides of his shirt and pants, along with black gloves and boots. He wore a belt around his waist with an X-shaped symbol on the buckle. On his head, he wore a cowl that covered everything but the lower part of his face. The cowl appeared as a facemask with black covering the front with two black ear-like appendages sticking out the top and two white lenses over the eyes. Out of his gloves, three razor sharp blades, sprouted out of the knuckles of the gloves.

The second Colonel Moss saw the man, his eyes narrowed and burned with rage. "Wolverine." He snarled at the man.

Wolverine returned the Colonel's glare with a smirk, revealing a set of very large canine teeth. "Hey bub looks like you started the party without us."

Colonel Moss responded by pulling out his side arm and aiming it at the savage man. "Take him down!"

Immediately the remaining soldiers aimed their weapons at the knife-wielding vigilante. But before a shot could go off, the wind suddenly picked up, growing stronger and wilder. Grimlock's and Nova's attention were drawn back to the jet where they saw several more people exit the vehicle.

One was a beautiful woman with chocolate brown skin and long flowing snow-white hair. She wore a skintight black suit with a golden belt around her waist with matching bracelets on each arm. On her back was a flowing cape with the base corners connecting to her bracelets, giving the appearance of wings.

The next person that exited the aircraft was a man who wore a large brown trench coat over his navy blue suit with a gold belt that had the same X symbol as Wolverine on it. But the most notable feature was the visor that he wore over his eyes. It was primarily silver with a red glowing lens.

Following him was another man, slightly younger, around Nick's age, and he was the most unusual of the group so far as it appeared his entire body was made of ice. He wore a uniform that was a darker shade of blue to his icy skin, with the same X symbol on the upper left side of his sleeveless shirt.

The final person to exit was a teenage girl, roughly the same age as the ice boy. She wore a similar yellow and blue uniform, like the others, with a yellow top, boots, and sleeves, along with blue, tights, gloves and undershirt. The X symbol was on each shoulder of her uniform.

The unusual group of people descended to the ground, as they got closer the ice boy held out his hand and fired a beam of ice from it. The ice then created a slide allowing the group to safely descend to the ground without injury. However the white-haired woman did not use the slide, instead, she remained in the air, flying above the scene with her long flowing hair dancing behind her as if she was in the midst of a powerful windstorm.

Grimlock and Nova watched as the group of people, including Wolverine, who had managed to disengage himself from the MRD soldiers, and joined the group as they stood in front of the little girl and himself as if protecting them from the soldiers.

Colonel Moss snarled at them as his men regrouped and aimed their weapons at them. "I'm only going to give you one chance! Surrender now, or be put down!" He declared.

In response, the man made of ice scoffed. "Does this guy ever learn? Seriously, he must be used to us beating him by now?" He quipped to the girl next to him.

In response, the girl gave a light chuckle. "Well, then I guess he needs a refresher course in getting his butt kicked."

"If you think we're just gonna surrender, you got another thing coming, Moss!" the man in the visor stated. "As long as you keep locking up innocent Mutants, the X-Men will never stop fighting."

"So we can either do this the easy way. Or the hard way." Wolverine finished, unsheathing his blades and holding them up. "Your call, Bub."

Grimlock looked at the group in confusion, he or Nova have never seen anyone like them before. But for some reason, the name 'X-Men' did ring a bell for Nova. He might have heard a mention of a group of people who called themselves that on the news or from a conversation he was barely listening to. Either way, it was clear that these people were the good guys. Or people who certainly believed they were. Both sides of people were staring each other down till they rushed at each other. Nova had just about enough of this and flew down to the scene.

Grimlock stood protectively in front of the young girl, sword raised as he growled at any soldier who came too close for his liking. That's when Nova landed beside him, the Prime took out his long sword and joined the defence.

"Where've you been?" demanded Grimlock as he shot a fireball from his hand at a few soldiers.

"Trying to find some way of dispelling the situation without violence." replied Nova as he blocked several shots from a few soldiers.

"How's that going?"

"Not well." answered Nova as he shot the ground in front of several soldiers with lightning. Grimlock and Nova tensed when the wind around them picked up suddenly and the white haired woman descended in front of them. Nova had to admit that, seeing her up close, one couldn't help but marvel at her beauty and the way she looked at them with her blue eyes, plus the way she held herself; it was if her aura demanded respect. Kinda like his.

The woman floated in front of both Autobots and raised a hand in a placating gesture. "Calm yourselves. I promise I will not harm either of you. I am here to help you. If you allow me."

"Thank you." said Nova in gratitude, while Grimlock just grunted as he chucked away a soldier.

"Does it look like I need help?" asked Grimlock sharply as he created his shield and bashed a few soldiers away.

The woman smiled at Nova but gave Grimlock a hard look before she addressed them both. "Time is short, we must leave immediately before more soldiers arrive."

"Understood." replied Nova with a nod.

The white-haired woman then turned to the girl behind the Dinobot. "Young one, you must come with us as well. I understand you must be scared, but it is not safe for you here. So please come with us." She held out her hand, expecting the girl to take it.

The little girl looked like she might not at first and looked up at the woman, Dinobot, and Autobot before her. Looking at the hand once more, but she didn't take it and instead, she ran right passed the woman's hand and her as well and grabbed and held on to Grimlock's leg. The sight would have adorable given Grimlock was greatly surprised by. However, the Dinobot could feel the little girl trembling as she held onto him. It was obvious that out of all the people present, he was the one she was least afraid of.

The little girl then glanced in the direction of the fight. Her eyes then immediately widened when she saw Colonel Moss glaring in her direction. The MRD soldier, glared at Grimlock as he pulled out his sidearm and aimed the pistol at the Dinobots head. The girl's emotional levels went off the scale as her fears rushed to the surface as she thrust out her hand.

"GO AWAY!" She screamed. Suddenly a loud rumble caught the attention of everyone within the ally. They all looked up to see the water tower on the top of the neighboring building, rumble and creak as it shook wildly by an unknown force. Then the tower ruptured and a massive tendril of water sprang out of the tower. Gallons of water flowed straight from the tower and flowed down into the ally. Colonel Moss saw the incoming tsunami, he tried in vain to brace himself from the incoming wave. The water collided with the Colonel, knocking him along with several MRD soldiers off their feet and washing them out of the ally, leaving them waterlogged in the middle of the street. However, the strange part was, the water didn't flow anywhere near the heroes. The water actively flowed around the heroes and only hit the MRD soldier.

All the heroes looked at the scene with wide eyes, but Grimlock's surprised expression to one impressed as he bent down to pick up the little girl to hold her to eye level. "I like you." said Grimlock with a bemused and somewhat proud grin. The little girl smiled as she held onto Grimlock.

Back with the X-Men, Wolverine heard a groan as he looked back to see Moss and the other soldiers regaining consciousness. "Ok, X-Men! We're outta here! Fall back to the Blackbird! Storm, give us cover!" the man barked as he, along with the other X-Men disengaged from the soldiers.

The woman with the white hair immediately responded when Wolverine called out, meaning that she was Storm, as she called the winds to carry her into the air, Nova meanwhile flew over Grimlock and picked him up under the arms while the Dinobot held onto the girl and flew after the woman. Nova predicted that it would be in their best interest to go with the X-Men, from what he could tell, they were likely a team of heroes like the Avengers.

The woman known as Storm flew high into the air and raised her arms. Her blue eyes started glowing white as dark clouds began to swirl around her. Stinkfly saw as a thick layer of fog, formed around the area. Blanketing the area allowing the heroes to get to the jet and exit the area, Nova shrunk down to his human form and entered the jet last. Colonel Moss was to able regain consciousness, just in time to see the jet disappear into the mist. The Colonel's eyes narrowed at the vanishing aircraft.

"Darn Mutants. Your day will come." He vowed, clenching his fists as he watched the jet disappear into the dark sky.

* * *

 

Inside the black jet, Nick, Grimlock, and the little girl who was still holding onto Grimlock's hand stood at the back of the aircraft. The X-Men were at the front of the aircraft, talking amongst themselves, likely about what they will do with them.

Grimlock had his arms folded while Nick stood patiently next to him if on the off chance he was wrong about these people, he wanted to make sure the child would be out of danger should Grimlock enter one of his episodes. Nick glanced down at the little girl who was holding onto Grimlock's leg, refusing to let go of the Dinobot, but the girl hadn't stopped trembling since they escaped the ally and MRD. And it would also seem that the only person she felt even remotely comfortable with was Grimlock. Whether it was because he came to save her, because he might look like someone she once knew, no one was certain. Either way, the girl's vice-like grip on Grimlock's leg showed no signs of loosening.

Nick elbowed Grimlock in his arm to get his attention. The Dinobot looked at Nick, raising an eyebrow. Nick then looked down at the girl then back at him. Grimlock got the message and lowered a large hand to lightly stroke the girl's head, causing her to jump slightly but relax as he continued to move his hand back and forth.

"Everything's gonna be alright, okay?" said Grimlock in a lighter tone, for her sake.

The girl still shook as she looked up at the Dinobot.

"I- I want to go home. I want my mommy." She whimpered.

"Yeah, I know you do," said Grimlock softly as he knelt down to her, "I get that this must be kinda weird for you. Everything normal one day, then the next, you get powers and are suddenly thrust into a whole new world." He leaned down so he could look at the girl at eye level. "I felt the same way when I woke and got new abilities. I didn't know what was right and wrong and couldn't think straight, so I got frustrated."

The little girl sniffed and stopped shaking as she gave the alien a surprised look. "R-Really?"

"Yeah, I did. You should have seen it. First time I used my powers, I broke down a twelve-inch steel door. Not the best to open one I guess." The girl giggled for the first time since Grimlock met her and the Dinobot smirked. "You got a name, kid?" he asked, now that she was calm enough.

"Petra." The girl answered confidently.

"Well, it's good to meet you, Petra. My name is Grimlock, King of the Dinobots." stated Grimlock proudly as he stood up and placed his fists on his hips to make a Superman pose. Nick had to admit, he liked this version of Grimlock, was this what he was like before the war? And if so, he could get used to it.

Petra gave him a smile, "That's a tough name. But it does make sense, you are really tough." said Petra in a praising manner.

"That's because I'm the toughest one there is." answered Grimlock, kinda liking the kid more and more.

"Thank you for saving me Mr. Grimlock." said Petra with gratitude.

"No problem and you don't need to use Mr., Grimlock will do." said Grimlock with a light chuckle. Petra smiled at him before she looked Nick with a slightly nervous expression.

"You're Nicholas Prince, the Avenger." said Petra, recognizing him from a news tv show.

"Yes, I'm Nicholas Prince. But you can call me Nick." greeted Nick as he bent down to Petra.

"Wow." gasped Petra in awe, and who wouldn't? She was meeting a real life Avenger

Before they could continue, the X-Men suddenly entered the back of the plane where they were, the one called Wolverine at the front. Petra immediately looked nervous again and quickly moved behind Grimlock, clutching his leg as she did.

"You three alright?" asked Wolverine in a gruff voice.

"We're fine." stated Grimlock in an equally gruff tone as he folded his arms. Nick rolled his eyes as he stepped forward.

"Who are you people?" asked the Prime.

The gruff man then pointed to himself. "Names Wolverine, bub." He then pointed to each member person that was present. "This is Storm, Cyclops, Iceman, and Shadowcat." He said, gesturing to the white hair woman, the man with the visor, the ice guy, and the ghost girl respectively. "We're the X-Men."

Wolverine then held out his hand, which Nick shook. "Pleasure, I'm Nicholas Prince, but you may also know me as Nova Prime."

"Yeah, I know." responded Wolverine dryly.

"Thank you for helping us out there." thanked Nick.

"No problem," Iceman replied, "After all, us mutants gotta stick together."

"We ain't mutants." stated Grimlock gruffly, not exactly in an upbeat tone.

"Hey it's alright buddy," said Iceman, "Look I know this must come as a shock to you and you'll want to deny it. But once you embrace the truth-"

"Yeah, I was embraced to the truth when I was tortured and mutilated for days on end till I got these powers." snarled Grimlock, causing the X-Men to look at him in shock, but Nick decided to explain in more depth.

"It's alright Grim, he didn't know," said Nick, trying to calm Grimlock down, which he did when he felt Petra's grip tighten. The Dinobot calmed his breathing till it returned to normal, "We're not, well him mostly, human. We're aliens. He's an alien and I'm half alien. But I do find it weird that everyone keeps assuming that we're mutants."

Just as he finished, he saw someone who came from the front of the aircraft, after setting it to autopilot and came back to meet the others.

It looked like a large, blue Sasquatch. With long ape-like limbs and blue shaggy fur covering him from head to toe. It wore a large open vest, with matching pants with the same color scheme as Wolverine and Shadowcat's uniforms. The creature then turned to look at Stinkfly, revealing a fairly human face, with sharp blue eyes. The being smiled at the bug-like alien, displaying a set of very large canines.

"Well hello there, my young friends," The creature said, with a tone that seemed to suggest an advanced intellect. "I trust that you are recovering well after your ordeal with the MRD?"

"Oh so that's how." said Nick, now realizing just why everyone would assume so.

However, the reveal did not sit too well with some of the other occupants on the jet. Wolverine snarled at the 'not- mutants' that they had just brought onto their jet.

"So you're not a mutant?" He questioned.

"No." said Nick and Grimlock at the same time. But after a moment, Shadowcat recognized Nick and pieced it together herself.

"Hey, I know you. I think I saw you on the news. You're one of those Avengers, right? The guy that turns into a giant robot?" said Shadowcat as she stepped, giving Nick a once over. Nick could feel that she may or may not have a small crush on him.

"Yes." said Nick in a plain tone, while he may be an Avenger and Prime, he didn't need praise to feel good, helping others was reward enough.

"Pfft, Avengers. Just a bunch'a washed up has bins with nothing to do and desperate for attention." grunted Wolverine, but the comment didn't sit well with Grimlock.

"That supposed to mean something?" asked Grimlock sternly as he glared at Wolverine.

Wolverine just scoffed again as he glared at the Dinobot. "Look bub, the X-Men have been around a lot longer than your little band. We've been sticking our necks out for those punks for years without a simple thank you. You have no idea what's going on." He snarled as he turned away and walked to the front of the jet and sat down next to where the blue Sasquatch had been sitting.

Nick raised his eyebrow at the comment. What did he mean by that? Suddenly, the Prime felt a cold chill creep up his right arm, he turned to see Iceman standing right next to him with a friendly grin on his face.

"Hey, don't let the big guy get to you. He's always like that." He told the teen hero. Suddenly his body began to change, his icy skin morphed into normal skin and he took on the appearance of a Caucasian teenage boy, with blond hair and blue eyes.

Holding his hand out to Nick, "My names Bobby, by the way. Bobby Drake."

"Nicholas Prince." greeted Nick as he took the hand to shake, "Nice to meet you."

"So, you said that you're half alien. Guess that in some views you could be a mutant," said Bobby, but the ice mutant got smacked upside the head by Shadowcat. "Bobby, don't be rude. It could be a difficult topic for him to talk about."

"Actually it's a topic that I'm fine with. Grimlock on the other hand...How he got to be what he is today is less than happy." said Nick

"Completely understandable. A lot of us have pasts that we don't like to talk about and we have to hide who we are from people." she explained with a twinge of sadness.

"How come?" asked Nick as gave her a sad expression.

"Cause we're mutants." The one called Cyclopes stated as if it were obvious.

Grimlock raised an eyebrow, "So? What does being a mutant have to do with anything?"

The reactions from each member of the X-Men varied from slight awkwardness to confusion.

"You really are an alien," Cyclops said as he crossed his arms. "People hate mutants. They think we're all a bunch of unstable weapons that are better off locked up."

Grimlock clenched his teeth angrily while Nick frowned. He couldn't believe that being a mutant could be that bad for people on Earth. Granted, things on Cybertron weren't looking so great for the Primes. As it turns out, the people didn't exactly think highly of Optimus and just want to forget he ever existed.

Nick was brought out of his thoughts when Beast spoke, "You see my young friend. The mutant gene, or X-gene as we have come to call it, is an evolutionary phenomenon that has occurred in humans for many generations. Much like how one is born with an extra toe or two different colored irises, Mutants are born with unique powers that develop throughout their lives. Many have come to the conclusion that Mutants are the next step in human evolution." He explained. Then his face turned sour.

"But a large majority of the population do not agree with that hypothesis and stated that Mutants are a plague upon humanity and a danger to normal people. This has lead to many people hating and fearing us, causing many mutants to hide their powers from the public and never embrace their powers. Which has only strengthened people fear, leading to government officials to try and pass a law to register every mutant in existence."

A dark shadow cast over every X-Men's face as Beast explained their situation to Nick and Grimlock. As if each one was individually reliving the horrors they were forced to go through simply because they were born different. Grimlock knew that dark expression, he had one himself when he was recalling when he was captured by Shockwave and tortured as well as experimented on.

Nick held a huge amount of sympathy, placing his hand on Shadocat's shoulder as a sign of comfort. In a way, like them, he was born with powers but never experienced that prejudice of mutant haters. But while some people didn't like it when they were saved by him, it didn't stop him from doing his job and duty.

"I'm sorry you all have to live this way," said Nick after a sigh and quick glance around the X-Men, "I might not know what it's like to despised by the public, despite the reputation aliens have from the media," said Nick in honesty, "But I know that if we keep doing the correct thing, then the people will start seeing you all in a different light."

The room was silent in the aircraft as only the rumble of the engines was the only audible sound that was present as Nick's words sunk into everyone in the room. Even he reflected on what he said, he doubted that his speech would have been any help to them, but he hoped that he could have at least boosted their morals a little by showing that there was one Non-Mutant in the world that didn't hate them.

Suddenly, Nick felt something grip his left hand. Looking down, he saw Petra holding his hand while looking up at him, with sparks of hope in her eyes.

"Do you really think people will like us one day?" she asked.

"I don't think; I know so. People may be mean at the beginning, but that only means you have to work hard to prove to everyone that we are not monsters, but good people and heroes."

Petra's eyes smiled as her eyes filled with wonder. She then hugged Nick, wrapping her arms around his waist. "I wanna be a hero like you someday." She said.

Grimlock gave her a gentle pat on the head and a warm smile which prompted her to let go and hug the Dinobot. Nick smiled, seeing Grimlock giving others a chance was something the Prime hoped to see more off.

"Sorry to interrupt this touchy-feely moment. But where about to land." Wolverine called over his shoulder, completely ruining the moment.

Nick rolled his eyes while Grimlock scowled as he, Nick, and Petra returned to their seats. Well, Petra decided that Grimlock's lap was her seat and placed herself right there much to Nick's amusement as he tried to stifle a snicker. Grimlock shot him a glare but his attention was diverted when the jet began descending.

After a few minutes of rumbling and shaking from the jet, the aircraft finally stabilized and the engines powered down, signaling that the aircraft had come to a landing.

The X-Men, Petra, Nick, and Grimlock then exited the craft via the loading ramp. Nick and Grimlock paused for a second to look around the room. It was a large open hanger, with shiny silver metal covering the walls. Aside from the X-Jet and a few cargo crates, the entire room was largely bare.

The trio proceeded to follow the mutant group, Petra sticking close to Grimlock as it seems he was the only one she fully trusted, just after before Nick, as the headed to a large circular door on one side of the hanger, with a large X-like design on it. With an electronic hiss, the door slid open, but before the group could exit out of it, someone else entered.

He was a lanky Caucasian man with black hair along with a beard and mustache. He had brown eyes. But his most noticeable feature was the silver robotic appendage that replaced his left leg. He wore a gold and blue uniform similar to the other X-Men along with a pair of welder's goggles around his forehead.

Currently, the man had a worried look on his face as he tried to look over the shoulders of the X-Men in front of him. "What happened? What did you do to the Jet? Please tell me you didn't trash it again?" the man asked in a concerned tone.

"Relax peg leg, the bird is fine." Wolverine gruffly replied. He then gave the mechanic an evil smirk. "Though if you like, I can take her for another spin? Maybe into the nearest Hurricane."

The man's face immediately paled at Wolverine's words. But before he could freak out, Storm placed a comforting hand on his shoulder. "Relax Forge, Logan is kidding." She assured him, though her tone suggested that she wasn't sure.

Forge let out a sigh of relief as the team walked past him. He raised his eyebrows when he saw Nick, Grimlock, and Petra. Luckily, Iceman stepped in to give a brief intro. Once it was done the teen moved on, leaving Forge in the hanger to work on the X-Jet.

After a few minutes, the group entered what appeared to be a wreck room of some sorts, with tables and chairs set up along with a pool table and other entertainment devices. Once they were all in the room, the X-Men then turned to face to three newcomers.

"An explanation would be good." said Grimlock as he folded his own arms.

"Ah yes of course, how rude of us," Beast said slightly embarrassed. "This is the Xavier Institute for Gifted Youngers. A boarding school founded by Professor Charles Xavier, to help educate young mutants use their powers for the benefit on mankind."

When Grimlock and Nick heard that, they looked around the facility, seeing nothing but metal walls and high-tech gear, not really a school.

"You sure this ain't a bunker?" he asked

"These are the lower levels," Shadowcat explained. "This area's more for training. It's upstairs where the classes are held."

"Understood." said Nick, nodding his head. But then something occurred to him. Aside from Shadowcat and Iceman, there didn't seem to be any people his age or younger, running around the facility. Was there some sort of holiday going on?

"So if this is a school, where are the students?" Nick asked the X-Men.

Immediately the faces of the mutants dropped as an uncomfortable silence fell over them. As if a dark cloud had dampened their spirits.

"We're in the process of remodeling." Shadowcat vaguely stated.

Seeing their discomfort, Nick decided to leave it alone and talk about something else. Whatever happened to them in the past clearly left them with more than a few scars.

But before he could say anything to steer the conversation in a different direction, a sudden popping sound and a puff of crimson black smoke appeared right in front of the Autobots and a young girl. When the smoke cleared, Nick and Grimlock saw a truly unusual sight before them.

It appeared to be a blue demon, with yellow eyes and pointed ears. A long arrow tipped tail produced from the base of its spine. It had three fingers on each hand and two toes on each foot. It wore a red and black suit with an X in the center of his chest and wore white gloves and boots.

"Guten Tag, Mon Freundes," The Blue Demon greeted to the X-Men in a German accent. The demon then noticed to three newcomers in the room and adopted a look of surprise. "Oh, I did not realize, we had guests." He then walked over to them and held out his hand to greet them, "Hello, I am Kurt Wagner, but in the Munich circus a was called the Incredible Nightcrawler."

For Nick and Grimlock, seeing a strange creature was nothing really surprising to them. Nick had faced a load of different creatures in the realm of the Primes and Grimlock had a less than pleasant encounter with an Insecticon Hive so this was nothing too bad. But for Petra, seeing a blue demon just appear out of thin air, she did the one thing that any child would do when confronted with that. She squealed in fright and hid behind Grimlock, clutching his leg like a lifeline.

However, instead of being insulted or upset by the girls' reaction, Nightcrawler simply knelt down on one knee and gave Petra a warm smile.

"There, there, Fräulein." He cooed in a soft tone. "There is no need to fear me. I will not harm you. I am a friend."

"You promise." Came the muffled response from behind Grimlock's leg.

"I promise." Nightcrawler replied.

Hesitantly, Petra made her way out from behind Grimlock's leg and was met with the kind, friendly face of the fuzzy blue mutant. Slowly, the little girl's frightened demeanor melted away and she gave the blue furry mutant a friendly smile.

Already, Nick could see that the young mutant was starting to warm up to the others, himself included. These heroes reminded him of his old team a little bit. A group of outcasts that work to make the world a better place even when most people feared them. It reminded him of all his friends back in his dimension.

"Well what do we have here?" A sultry voice suddenly rang out, causing Grimlock and Nick to turn around

Upon seeing the source of the voice, Nick's jaw practically hit the ground. Standing in the doorway, was arguably the most beautiful woman he had ever seen in his entire life. With smooth fair skin, pale blonde hair and blue eyes. She looked as if she was carved from marble. She wore a white tank top with an X in the center if her chest just under her partially exposed cleavage. She also wore with long white gloves that cover her entire arms. She also wore a white cape and white jeans held by a belt and white heels. Finally, she had a white collar around her neck as well as blue lipstick.

For Nick, despite her beauty, he could feel there was something more to the woman. As she looked at him with her crystal clear blue eyes, he could see the cold calculating intelligence behind them. Like she was studying him like a detective to a criminal in a lineup.

"Well isn't anyone going to introduce me to our new guests?" the woman asked in a silky British accent.

Beast then cleared his throat and addressed the white woman. "Ah yes, allow us to introduce Emma Frost. Miss Frost, this little one is Petra, the young mutant you detected earlier this evening. And this is Nicholas Prince he aided in her rescue, along with his companion."

That comment spiked Nick's interest. What did he mean by 'detected' before he could ponder that thought further, Beast then gestured to him and the woman known as Emma Frost, stared at him and Grimlock, making Nick's face immediately start to feel warm.

"Charmed I'm sure." Emma said in a friendly, yet cold manner as she held out her hand to shake his.

Nick took the soft hand in his and shook it. "A pleasure to meet, you Miss Frost." He said in a polite manner.

Emma in return grinned at the teen hero "The pleasure is all mine."

"Nice to meet you." said Grimlock when she extended her hand to his, being as gentle as possible given that she was indeed really beautiful.

"And you." replied Emma.

"The kid claims he ain't got any beef with mutants. Is he telling the truth, or is he just full of it?" Wolverine asked as he shot both Nick and Grimlock with a dirty look.

Emma Frost then casually walked over to Nick to look him straight in the eyes. After a second, Nick sensed a present trying to enter his mind. He knew that sometimes Unicron would use telepathic methods of attack Primes, so Micronus made him train incredibly hard to resist and to an extent, communicate with telepathy.

"It's very rude to try to read someone's mind without permission." Said Nick telepathically, catching Emma completely off guard.

"How did you know I was trying to read your mind?" asked Emma, earning a wave of confusion from the X-Men and frown from Grimlock.

"It's not easy, I'll tell you," said Nick, but he sighed as he knew he would never get any trust from Wolverine if he didn't at least give a bit of information about himself, "But if your really want to know about me, all you need to do is ask."

Though, before Emma could ask, Nick placed a few digits on the side of his temple, closing his eyes. When he opened them, a white beam shot out and Nick looked at the ground. There Nick displayed most of his life, the day he met his father when his mother was killed and his home and identity destroyed, as well as his training within the realm of the Primes, as well as their teachings of how everyone is equal. The X-Men and Petra looked in awe at Nick's Cybertronian form. Wolverine snorted in amusement as a thought occurred in his head.

"Forge would love to meet your other form, kid." said Wolverine, earning a chuckle from Nick.

"If he's gonna love my form, he'll adore Grimlock's." said Nick as he concluded his trip down memory lane. Emma also let out a small chuckle of her own before she turned her attention to Grimlock.

"Word of warning," said Grimlock in a low voice, "There are some things in here that you might not want to see."

"I will be the judge of that." said Emma in a soft tone. Grimlock sighed as he gestured for her to begin. After a few seconds, Emma's expression turned to shock and sorrow then into horror at what she saw in Grimlock's memories. The X-Men saw Emma's expression change and grew concerned.

"Emma, you alright?" asked Iceman. Emma didn't move for a second before she shook her head.

"No, no I'm not." replied Emma as she looked up to Grimlock, "I'm sorry for your loss."

"Sorry won't bring them back. What's done is done." said Grimlock gruffly as he walked away from the table to fold his arms. Petra saw him walk away to stand and face a wall. She went over to him to hug his leg, causing Grimlock to unfold his arm and rub her head. Nick cleared his throat to gain the attention of the X-Men.

"Now that we've revealed ourselves, would it be alright if you did the same?" asked Nick. The X-Men seemed to murmur to one another for a second before they agreed on one thing.

"Considering that you should us your past, and what you experienced, plus how you were brought up, I don't see why we shouldn't share our identities." said Shadowcat she stepped forward to shake Nick's hand. "It's nice to meet you, Nick, I'm Kitty Pryde."

Nick smiled as he shook her hand; doing the same with Beast, Cyclops, and Storm, who introduced themselves as Hank McCoy, Scott Summers, and Ororo Munroe respectively. Wolverine simply gave his signature grunt, but he seemed to accept the gesture as well.

Nick had a feeling he might be seeing the X-Men more often.

* * *

 

**_Unknown Dimension_ **

In a dimension, filled with fire, rock, and magma. A shadowy figure sat on a throne formed out of the very stone. He was currently gazing into a ring of fire that displayed a window. In that window was Nick meeting the X-Men along with Grimlock. The shadowy figure saw this and clenched the arm of his throne. He couldn't allow the Prime to gain any more allies.

"I mustn't allow the Prime to gain any more friends." stated the figure. The window then shimmered and change to a new few. In it was an insect-like Cybertronian. It had a red visor and small mandibles, "Seek out the X-Men, and destroy."

"Yes master -ter, -ter, -ter."

* * *

 

**_Xavier Institute_ **

Back in the school, Emma was currently giving, Grimlock, Nick, and Petra a little tour of the school. She was accompanied by Kitty. So far they had seen the Danger Room, the meeting hall, and a little bit of the Cerebro Chamber.

"So the Cerebro chamber allows you to track both good and bad mutants across the world?" said Nick as they left the Chamber.

"Indeed, Cerebro allows me to increase my telepathic powers to beyond their normal limits. Allowing me a connection to every mind on the planet. Human and Mutant," explained Emma as she led the guests up to a staircase and into the actual school, "And this is the Xavier Institute."

She led Nick, Grimlock, and Petra to the main hall. Nick had to admit, it had that same Victorian feel as the mansion, but still had that home-like feel to it.

"I have to say, this is truly amazing, Emma." said Nick as he looked around. Grimlock picked up Petra to place her on his shoulder to give her a better view of the room. The little girl looked around in awe as she saw the grand mansion. Emma then lead the group through more of the Institute, seeing the various areas where students could just hang out or their dorms. Walking around a bit more, they soon found themselves on the rooftop to the Institute. Around the building was a very large field as well as some small areas where students could just be kids and play basketball or whatever.

"I kinda wish I was here to see the students running around." said Nick sincerely as he walked to the edge of the roof and put his hands on the stone walked over by him, as did Grimlock, who put Petra down so she could look at the field and trees beyond.

"It was truly something to behold." said Emma with a bit of nostalgia and some minor sadness. Nick and Grimlock nodded, understanding that the loss of the students was a hard thing to deal with. However, the brief moment of silence was broken when Nick's i.d. started beeping. Pulling it out, he addressed Teletran 1.

"What is it Teletran?" asked the Prime with a slightly annoyed sigh.

_"Multiple Decepticon signals detected."_ replied Teletran. If the a.i. was capable of sounding distressed, it would be right now. Nick's eyes widened in shock while Grimlock growled as he walked to the edge of the roof to look across the field and see the trees rustling in the distance.

"What are Decepticons?" asked Petra, now scared as she clung to Grimlock's leg in mild fear.

"Trouble." answered Grimlock lowly as he and the others saw what came from the trees. Out of the forest, a large swarm of insect robots, colored in many different shades of purple, green, and yellow. Above the forest, several flew overhead. The ones flying looked like Hercules Beetles with their horns transformed into blasters as they open fire on the Institute. A few explosions rocked the building, causing Petra to cry out in fear while Grimlock bent down to hold her.

"Emma, contact the other X-Men and tell them to get top side. Now!" yelled Nick as he turned immediately to the telepath. Emma nodded as she sent a message to all her teammates.

"What are those things!?" shouted Kitty over an explosion.

"In-sec-tic-ons." growled Grimlock, his voice taking a dramatic change that sent a shiver up Petra's spine, as well as Kitty's.

"Grimlock, you and I will engage the Insecticons and try to hold them back until the X-Men arrive." said Nick as he turned to the Dinobot. Grimlock nodded as he turned to Kitty.

"You watch her." stated the Dinobot as he looked at Emma. The woman nodded. Grimlock then looked at the little girl in his arms, "Grimlock needs to go fight bad bugs, but will be back. Alright?"

"O-okay." said Petra hesitantly. Grimlock placed the little girl in Emma's arms as she carried her inside the Institute. Kitty, Nick, and Grimlock all turned to the incoming swarm.

"What about me?" asked as she saw the swarm getting closer. Nick didn't answer for a moment while he transformed into Nova Prime. Grimlock was also about to change forms but jumped off the roof first and landed on the ground with a low thud. His body glowed and began to expand till he was in his Cybertronian form.

"Stick close to me, I'd rather not see anyone be torn apart by and Insecticon swarm." answered Nova as he bent down to pick up Kitty and flew to the ground to let her down. Once on the ground, Nova took out his rifle and opened fired. Several shots struck a few Insecticons, destroying the overgrown insects but more came up behind them. "Grimlock! You know what to do!"

The Dinobot nodded as he flipped his sword out and charged at the coming swarm. The Insecticons attacking the Institute were about the size of a horse while the Hercules Beetles were slightly larger. Grimlock let out a loud roar as he swung his sword at the closest Insecticons, cleaving several in half. The Dinobot then spun around, destroying more in his sword's path. Several Insecticons let out screeches and began to attack Grimlock from different sides, but the Dinobot easily slashed, crushed, and destroyed the bugs with his sword, shield, and fists.

Meanwhile, Nova was keeping his distance, shooting beetles flying overhead out of the sky. A single beetle transformed into its robot mode, standing at nine feet, it rushed at Nova, screeching as it raised its right claw. Nova heard the screech and punched the Insecticon right in the face, blocking the slash of its clwas with his rifle before he shot it right through the chest. The Insecticon let out a snarl before it fell backwards, dead on the ground. Litty saw just how dangerous these things were and kept herself concetrated to avoid being impaled or shot by the bugs. From behind the two heroes, another Insecticon landed , and snarled at them. But before it could do anything, three claws sliced its arm off then its head. Behind it was Wolverine, who was looking ready for a fight.

"When Emma said that the school was being attacked by robot bugs, I thought she was kidding." said Wolverine as he and the other X-Men joined the group.

"The Insecticons are trying to divide us, we must stay close to one another to avoid being over run." ordered Nova as he shot an Insecticon without even looking. The X-Men and began repelling thw invading Insecticons. Cyclops used his laser vision to cut down the Hercules Beetles flying overhead. The beam causing the bugs to explode on impact. Iceman slid along on a slide of ice, freezing the Swarmers on the ground while also putting up barriers of Ice to slow them down. Storm used her powers to blow away any Insecticons that got too close to the Institute, and fried them also with her lightning. Beast and Wolverine were both fighting the Insecticons in robot mode since their insect forms were more difficult to deal with. Shadowcat was mainly attacking as a distraction, running through a few Insecticons to leave them confused as to what just happened and open to fire from Nova Prime.

"Hey, kid!" shouted Wolverine as he decapitated an Insecticon, "Where's your big friend!"

"Doing what he does best!" replied Nova as he pointed to the middle of the fray. Following his point, Wolverine saw Grimlock, covered from helm to pede in Energon, mercilessly tearing their enemies apart. He impaled his sword through an Insecticon before he grabbed it and proceeded to rip the poor bug in half. An Insecticon in robot mode tried to attack the Dinobot nut was immediately denied when Grimlock also impaled it through the chest, this time, ripping the blade out and decapitating the Insecticon before he plunged the blade through it's back.

"Brutal." commented Iceman as he saw the executions delivered by Grimlock.

"My stars!" gasped Beast as he saw the same brutality. However, that shock was not unjustified as they heard Grimlock roar out.

"MORE! BRING MORE!" demanded Grimlock, the violent programing that Shockwave put into him becoming more and more apparent. However, the shooting stopped and the Insecticons halted several yards away from the X-Men, Dinobot, and Prime. A small wave of confusion washed over them.

"Why are they stopping?" asked Storm as she saw the Insecticons stop suddenly. Nova tensed up, seeing the Insecticons stop without warning also put him on edge. Grimlock had also stopped his massacre to see the same thing, though he did not stop his anger fueled breathing. Other than a few clicks from the Insecticons and Grimlock's haggard breathing, the entire field was silent, until they heard the sound of wings flapping quickly. Looking up, they saw a large grasshopper flying down. It was painted purple with luminescent fibers crisscrossing the body. It had glowing wings which were beating rapidly to keep it suspended in the air. It flew down to the ground before transforming into a crouched stance on all fours as it's visor focused in on the Dinobot closest.

"Grimlock-lock-lock." said the Insecticon as it stood up to pace to the side. "I remember you, but do you remember me-me-me?" the Insecticon cackled madly as it hopped a few yards to the right, keeping everyone's attention focused on it. Nova couldn't deny that he heard that type of speech before. During his training, Nova made himself aware of dozens of high ranking Decepticon offers, which is how he knew Overlord, Starscream, and Soundwave. Nova pondered some more, but Grimlock cut off his train of thought when he snarled a name.

"Kickback." said Grimlock as he let out a low growl, this one more animalistic. Nova's eyes widened as he realized that Grimlock was right, this was Kickback, the sole survivor of Grimlock's escape on Cybertron. Kickback had been a normal Insecticon, but thanks to Shockwave's experiments, had been augmented and made one of the three Insecticon leaders, Hardshell, and Sharpshot were also leaders but died in the Dinobot's escape. The Insecticon cackled happily that his old 'buddy' had remembered him.

"Aww, how nice of you to remember all the good times we've had." said Kickback as he hopped back to where he originally landed.

"This guy is giving me a headache." snorted Wolverine as he leaned over to Beast. The scientist shook his head but said nothing as he kept his focus on the Decepticon.

"Oh, I'll give you more than just a headache," snapped Kickback as he heard what the X-Man had said, "But I have to remind this stupid Dinobot about his place." As soon as he said that, the ground began to rumble. Looking around, Grimlock had a familiar feeling about what was coming. In front of him, the ground erupted and a huge Insecticon erupted from the ground. It was even larger than Grimlock. The Insecticon snapped it's mandibles at the Dinobot rushing forward, but Grimlock caught hold of them, however, he couldn't stop the Insecticon from shaking its head around to grab him and toss the Dinobot back a few yards, nearly hitting the X-Men. Nova recognized the Insecticon as one of Shockwave's augmented test subjects: affectionately named a Bruiser.

"Oh look Grimlock, it's as big and tough as the last time you fought one." stated Kickback as he hopped around in glee. Grimlock only growled in response before he spoke.

"Will squish like last one," snarled Grimlock as he rushed at the Bruiser. The large Insecticon reared back slightly, plating on its thorax shifted slightly as electricity raced across it to the mandibles. Said mandibles opened up to create an arc of electricity between them. With a full charge, it sprinted at Grimlock on its six legs and rammed right into the Dinobot. Grimlock was sent flying back, being forced to dig his sword into the ground to slow himself. The X-Men were pretty shocked to see something this powerful go toe to toe with him, given what they had seen from his slaughter of the Insecticons, only incredibly powerful enemies stood a chance against the Dinobot, "Hate bugs."

"Don't think I haven't forgotten about your little friends, Grimlock." said Kickback in a high pitched voice, one conveying also an eerie glee. The Insecticons that were once stationary swarmed at the X-Men and Nova. Each hero taking on whatever enemy came their way while Grimlock squared off for round two against the Bruiser. Since there wasn't anything the Insecticon could run into for a while, Grimlock would have to beat it the old fashioned way. The Bruiser charged electricity again for another charge at the Dinobot, but this time he was ready. When the Insecticon surged towards Grimlock, he stood his ground, waiting for the last second to grab its left mandible to swing it around before smashing it into the ground. The Bruiser screeched in pain but this screech became louder as Grimlock grabbed it by the back of its neck and at the section where the thorax connected to the main body. The Dinobot roared in effort as he ripped the Insecticon in half above his head. Energon rained down on him, the faint red glow from his visor and small luminescent fissures added to his frightening appearance. Nova and the X-Men saw Grimlock holding the broken halves of the Bruiser, both sharing a second of shock before they returned their attention to the fight around them.

Normally, a person would be shocked and afraid to see a creature like a Bruiser defeated so easily by someone, but Kickback was hardly what you call normal, or a person for that matter. He was a sociopathic maniac who took pleasure in seeing carnage, be it the carnage of enemies or otherwise. "You're pathetic Grimlock. You've gone soft ever since you came to this dirt ball. And we'll tear you apart, just like we'll do to Petra when we're done with you."

That sent Grimlock over the edge. No one, threatens his family and gets away with it. Grimlock felt a huge surge of rage burst through him, so much rage that it actually manifested into an amber energy that flowed from Grimlock. The Dinobot let out a snarl as he felt the fury rise within him. Grimlock then lets out a massive roar that drew the attention of even the Insecticons who were attacking the X-Men and Nova. They heard a very inhuman snarl emerge from the Dinobot.

"Uh, bub? Is your friend there okay?" asked Wolverine as he saw the energy coming from Grimlock.

"Kickback must've struck a nerve within Grimlock," surmised Nova, knowing that they should retreat to a safe place, "We should retreat to a safe place until Grimlock has calmed down." Nova then stooped down to pick up Wolverine, Kitty, Beast, and Cyclops. Storm just flew beside Nova while he flew to the roof of the Institute while Iceman created a slide to the roof as well.

"Doesn't he need our help?" asked Kitty, once Nova put her and the others down. Nova shrunk down while he turned his attention to her.

"Believe me, the last thing Grimlock needs while in this state is our help," said Nick as he then turned to Grimlock who was surrounded completely by Insecticons. The alien bugs were clicking to one another, trying to assess the situation as Grimlock rage fueled breathing was the only thing that was heard, even from the roof of the mansion. The Grimlock let out a beastial roar as he slammed his hands into the ground. Plating shifted and locked into place as Grimlock transformed. The X-Men were pretty shocked to see Grimlock transform into a Tyrannosaurus Rex, but even more so when the Dinobot roared into the sky, a massive stream of fire erupted from his maw. The Dinobots roar echoed throughout the surroundinga area, even causing a few pebbles on the roof to tremble slightly. Nick who had been watching this whole time, only bowed his head sadly. Seems the old programing was still there.

With a mighty roar, Grimlock raised his massive foot and brought it down onto the ground, causing a shockwave that sent several Insecticons flying into the air. While still in the air, Grimlock swung his tail around, batting the Insecticons away, smashing into trees and the ground, dead. This spurred the other Insecticons to attack which would also be their undoing as Grimlock crushed several more when he jumped into the air and crashed down on his back on top of a dozen Insecticons. Rolling to his feet, Grimlock swung his tail around, snapping several Insecticons in half when the massive tail connected with them. While still spining, the Dinobot sent a stream of fire to any Insecticon still alive. Dozens of mechanical bugs screeched in agony as the Energon fueled flames burned them alive. One Insecticon survived by was caught in Grimlock's jaws and viciously shaken in his mouth before being bit in half.

"My stars." breathed Beast as he saw the unrivaled carnage. The once massive swarm of Insecticons was now reduced to a few survivors, Kickback being one of them.

"*Growl* Time for me to take me leave." said Kickback as he tranformed into his grasshopper mode, "But don't worry Grimlock, I'll be back." With an insane cackle, Kickback flew off, a few beetles flew after him while any swarmers retreated as fast as they could. Grimlock let out a triumphant roar, or more of a warning that he would be waiting for them. Around him, a massive battlefield of dead Insecticons, charred earth, and the broken remains of the Bruiser littered the ground. Grimlock only breathed heavily, his rage dwindling till it was gone. With his fury now in the low, he transformed back into his robot mode and then back to human where he looked up at the X-Men who were still gaping at the massive slaughter. Grimlock sighed as he walked towards the Institute and through the doors.

* * *

 

Later, the X-Men grouped with Grimlock along with Nick and headed down to the sublevels. Once there, Wolverine took the initiative to tell Emma what had happened. Petra had seen Grimlock and ran over to give the Dinobot commander a hug. Grimlock was caught slightly off guard but gave Petra a gentle pat before he brushed her off and told her that he wanted to be alone for a little while, leaving the poor girl sad and confused. Grimlock made a beeline for the break room and sat down at a table, staring at nothing.

He wasn't sure how long he was sitting there, nor did he notice the door sliding open and someone entering the room. Suddenly a cup of water was placed in front of him and Grimlock slowly looked up to see Wolverine standing over him along with Nick, with a coffee cup in his hand. But this time, the gruff mutant had his cowl removed, showing his dark shaggy hair and sideburns.

"This seat taken?" asked the clawed mutant, Grimlock made a grunt which sounded vaguely like 'go ahead.' Nick sat down as well while Wolverine also took a seat.

Eventually, Grimlock changed his focus to Wolverine and Nick, "This part where one of you asks me what happened?"

"Actually, Nick here explained a little about your less than fun experience with the mad scientists." said Wolverine, immediately throwing the Prime under the bus.

"Nice one, Wolvi'." said Nick sarcastically. Grimlock glared at Nick who wasn't even fazed by the look.

"That wasn't your place to tell." stated Grimlock as he pressed his fist into the table, causing it to creak slightly.

"I didn't go into detail, just the very vague version of it." defended Nick, this time, Grimlock sat back down in his chair, seemingly approving of what the Prime said.

"Okay, look bub, before you go into 'You don't know how I feel' bullshit, I want to get one fact straight with you: I know exactly where you're coming from, I went through something similar to you." said Wolverine.

"That right?" asked Grimlock as he leaned back in his chair.

"It's how I got these claws," said the mutant as he extended the dangerous blades. Grimlock raised an eyebrow at that but did not show a lot of emotion, "The guys that gave 'em to me wanted ta turn me into a mindless weapon. And they nearly did, the only reminder of what they did to my mind was this thing I call the 'Berserker Rage.' Kinda like you T-rex rage."

"Guess we ain't so different." said Grimlock with a snort of amusement. Wolverine snorted also while he shook his head.

"Yeah, I guess we are." agreed the mutant as he saw their similarities. Nick smiled to see them getting along but that smile disappeared for a more serious expression.

"Grimlock, I need to know something," stated Nick, gaining the Dinobot's attention, "Are you happy here?" Grimlock raised an eyebrow, but Wolverine remained passive as he knew what Nick was asking.

"The kid saw a side of you has have never seen before when you came here Grim'." explained Wolverine, "and he talked with the others about it and they are okay with it. Forge especially." Grimlock snorted in amusement because he expected Forge might, given that the mutant loved technology.

"So you asking me if I'd like to switch teams?" surmised Grimlock, figuring out what Nick was intending.

"I think Petra would be sad if you left or weren't around as often." said Nick with a genuine smile. Grimlock seemed to mull it over for a second, his eyes hidden behind his sunglasses but if the smirk creeping across his face was any indication, he was willing to make a change.

"Yeah, I join ya'." answered Grimlock. Nick smiled as he pat the Dinobot on the shoulder.

Wolverine then waved it off. "Ah don't get all sappy on me now ET." He said in a mock harsh tone. "And call me Logan, we ain't in the field."

"Yeah, yeah." said Grimlock as he waved his hand. Nick chuckled as he stood up to leave, "I should be heading back to the mansion. I'll tell the others about your change." Grimlock nodded as Nick left. Once he was gone, Logan cleared his throat and glanced at the Dinobot. "So. You took down a bug the size of a bus, huh?"

"Uh huh, things are as tough to beat as I remember, but no where near as bad as a bunch of them and some con's I've beaten in the past."

"That so?" Logan asked.

"Yep"

Logan then smirked as he leaned in. "Well then, how about we see how you go against me?"

"You sure you wanna go down that road?" asked Grimlock, more in a challenging manner.

"Why not?" Logan simply responded. "You claim to be such a big shot, and taking down a bug that is bigger, stronger, and can use lightning proves you're no pushover. So how about a little sparring match to see if you're as good as you say you are."

"You think you can beat me, little man." smirked Grimlock as he stood up to show his clear height advantage.

In response, Logan then stood up and met the Dinobot's confidence in full. "Let me tell you something, Bub. I'm the best there is at what I do. But what I do isn't very nice."

"And you know what happens when I go on the battlefield? I don't call for backup, I call for clean up." retorted Grimlock with a confident smirk of his own. Logan only laughed as he nodded.

"Okay, let's do this then." said Logan as he and Grimlock went to the Danger Room.

A few minutes later, both Grimlock and Wolverine were standing in the Danger Room, a training room for the X-Men. While the room usually has a series of traps and weapons used to help train the students, today it was just a battlefield for two heavy hitters.

Up in the observation deck of the training room, all the X-men were standing behind the safety glass to watch the fight. Even Little Petra was jumping up and down in excitement; earlier Grimlock had found the young mutant and apologized (IF YOU CAN EVEN FATHOM THAT!) to her for acting so cold. It didn't take much for her to forgive him. Though she did make a stream of water from a nearby tap blast him in the face for making her feel bad. But the two laughed about it and made up.

Now the Dino Avenger was staring down his opponent like a dual in a western. Suddenly Kitty's voice sounded on the intercom, signaling to start.

Immediately Wolverine unsheathed his claws and let out a mighty battle cry as he charged towards the Dinobot. Grimlock let out a roar of his own, charging at the mutant with his broad sword. The two quickly closed the gap between each other and swung their respective weapons at the other.

**_TO BE CONTINUED..._ **


	16. Xs and Locks

**_Chapter 16: Xs and Locks_ **

**_New York City Docks_ **

For villainous organizations to meet up is a risky move when the Avengers and SHIELD are on the prowl. What's even riskier is meeting up in broad daylight in on a pier in New York Harbor. And yet that's exactly what was happening.

On a wooden pier stood the two villainous groups. One the left was HYDRA, accompanied by their giant HYDRA Tank, a giant mechanical Octopus like machine with a skull head with a large cannon positioned on the top with several smaller cannons on either side. The large vehicle towered over its occupants, who were all standing on the pier. They consisted of Grim Reaper and six HYDRA agents.

Opposite them were their partners, for lack of a better word, the Advanced Idea Mechanics, also known as AIM. They consisted of an equal number of troops; all wearing yellow full body suits that largely resembled Bee Keepers. But their leader was by far the most unusual thing about their organization. It looked like a Giant humanoid head with short stick-like arms and legs sprouting out of the sides. Aside from its' face, the being was covered in and orange mechanical armor with a powerful jet at the base that allowed it to hover in the air. At the center of its giant forehead was a red lens of some kind that was glowing with energy. He was MODOC, technological leader of AIM.

Currently, the cybernetic organism was going over a presentation he was projecting from the lens on his head.

"HYDRA hired AIM to create a weapon that would guarantee world domination, that can make all of Baron Strucker's deepest desires and his greatest wishes come true. And using the remaining energy collected from the Tesseract after it's lose in World War Two. The Cosmic Cube was created. It has the potential to fulfill those requirements. In a very real way." MODOC explained, projecting images of a strange cube like device.

"What's the catch?" Reaper demanded, knowing full well that AIM would have called a meeting under these conditions if they didn't want something.

"In order to complete the cube for HYDRA. AIM will need more money." MODOC said, phrasing it more like a demand than a statement.

Grim Reaper snarled, he should have known that would be what this whole meeting was about. Ever since HYDRA formed an alliance with AIM, they had been making every attempt to squeeze HYDRA for every penny they had. If Baron Strucker hadn't made it clear that HYDRA needed AIM's technology to help them further their goals, he would have sliced the floating abomination a long time ago.

"I'll get back to you." He replied.

No sooner had he said that, a high tech arrow appeared out of nowhere and attached itself onto Grim Reapers chest plate. Another two arrows shot forth and stuck to two other HYDRA agents as well. Reaper quickly dispatched his arrow; the Agents however weren't so lucky as the arrow released a powerful electric charge that swiftly rendered them unconscious.

MODOC turned to try and locate the mystery attacker, but a purple boot suddenly landed in the middle of his forehead. The attacker then used the AIM leader as a spring board to launch himself into the air and land in the center to the pier. The villains all trained their weapons on the one area, where the attacker, held his prize bow with a new arrow ready to fire.

Hawkeye smirked at the villains as his eyes darted back and forth between the two groups. "Sorry to interrupt, boys! But I've gotta quick question before I take you all down!" He announced. Then narrowed his eyes. "Where is the Black Widow?"

No villain responded as they all aimed their weapons at the Purple Archer. Hawkeye smirked as he glanced at the glaring villains on either side of him.

Knowing full well that they would sooner turn him into Swiss Cheese than answer his question. Hawkeye released the arrow from his grip and fired it directly at his feet. The trick arrow beeped as it released a massive smoke screen from it, blinding everyone in the area.

"A million dollars to anyone who can bring me his bow." Grim Reaper said in a calm tone. Almost immediately the HYDRA a

Agents opened fire in a mad frenzy, firing blindly into the thick mist.

The AIM Drones on the other side of the smoke heard the sound of gunfire and calculated they would have a better change of hitting the Archer if they catch him in an overlapping field of fire. So they raised their weapons to fire into the mist as well.

However, before they could do so, the roar of a custom engine drew their attention. From the mist, a white, red, blue, and black muscle car drove right at them. "Beep, beep! Comin' through, eggheads!" shouted the car as it ran into a few drones, knocking them over. The car then transformed and landed in a crouch. It was New York City's robotic hero right behind Nova Prime, Jazz.

The remaining drones tried to shoot Jazz, but the Autobot dodged and flipped past the energy shots before he straightened his arms out. From two small compartments, a pair of energy nunchucks came out. Jazz took hold of the handles, flipping both weapons around, easily deflecting the shots right back at drones.

Meanwhile, Hawkeye was busy avoiding fire, running at high speeds, while drawing another arrow. He calculated the direction where the energy blasts were coming from and then fired the arrow at the feet of the HYDRA Agent. The explosive arrow ignited in such a force that it knocked most of the squad off the pier, into the water.

With the smoke screen finally dissipating, Hawkeye saw Jazz taking out several AIM drones with ease before flipping back to stand next to him.

"You're late, Jazz." said Hawkeye as he fired another arrow.

"My bad," said the Autobot as he fired his Sonic Disruptors at several AIM drones, knocking them all off the dock, "But have you seen the traffic? I was lucky that I didn't get stuck in Midtown."

Hawkeye rolled his eyes at his teammate's antics while firing an arrow right at a HYDRA agent without even looking. "Why did you scan a car in the first place when you know the traffic is bad?"

"I like the way I look in Chrome." answered Jazz lightheartedly as he deflected several shots back at an AIM agent.

Hawkeye looked at the Autobot as he fired another arrow with an eyebrow raised, "Whoever told you that, unfriend them."

"Like purples any better." scoffed Jazz as he swung his nunchucks around, deflecting more shots. The nunchucks were actually a gift to him from Iron Man, saying that he could really use a melee weapon and because they were plasma nunchucks!

Before the heroes could exchange any more pleasantries the AIM Drone, that Ripjaws knocked away, got to he feet and started backing away when MODOC flew in front of him.

"Drones! Prepare to disembark. I will destroy the Avengers." He ordered confidently.

At that moment, Jazz took the time to properly look at the leader of AIM. Then he burst out laughing. "HAHAHA! Oh my Primus! Wasp was so right! He looks like a giant baby head. HA!"

Even Hawkeye found it amusing to hear a threat come from such a bazar looking thing. "You can certainly try, Freak Show."

He then proceeded to fire a Sonic Arrow into the AIM leader forehead. The techno being yelled in pain, as he immediately dropped to the ground. His stubby arms, desperately trying to reach the arrow lodged in his head.

"Can't! Reach! Retreat, Retreat!" MODOC yelled as his Drones ran back out of their transport and proceeded to roll the techno villain inside.

With AIM on the run, the two Avengers turned their attention back to HYDRA. The villainous organization was making its way back to their vehicle. The giant mechanical octopus rose from the sea and opened a hatch from beneath, allowing cables to fall from it. The HYDRA Agents that were standing quickly fastened their lines and ascended to the giant machine. The last to go was Grim Reaper, who casually backed away from the heroes and grabbed his line.

Hawkeye narrowed his eyes as the villain ascended and fired a trick arrow right at him. But in one fluid motion, Reaper slashed the arrow in half and the two halves fell harmlessly behind him before detonating.

Right as the halves detonated, Jazz heard the sound of engines activating. Turning around, he saw the AIM transport preparing to take off, "Hawkeye, we got a runner!" shouted Jazz while he gestured to the ship.

Hawkeye immediately responded and fired and arrow with a tracker on it, which just managed to connect with the ship before it took off, launching into the sky.

However, while they were distracted by the flying AIM sphere. They failed to notice one of the HYDRA bots legs, coming down on the pier until it was too late. The leg slammed into the pier, splintering the wood and sending Jazz flying into the air and landing several yards behind a series of metal containers. Hawkeye was only knocked off his feet as he watched the mechanical Sea Monster, disappear under the waves.

The Archer got to his feet and brushed off his uniform. "Well, Clint. You really outdid yourself this time." He said to himself, eyeing all the unconscious agents lying about the deck.

Suddenly a bright beam of light shines down on him, as the Archer looked up to see a SHIELD aircraft, descending upon him.

"Attention Hawkeye!" The familiar voice of, no other than, Agent Phil Coulson said over the speakers. "You are to stand down by the order of SHIELD! Director Fury would like a word with you, Barton!"

In his peripheral vision, Hawkeye saw Jazz peering around the corner of a red container, hidden in the shadows as his blue visor was the only thing that illuminated his face plate. Subtly, the archer made a gesture with his right hand, telling the Autobot to stay hidden.

Jazz nodded, knowing that thanks to the last encounter Nick had with SHIELD, they weren't on good terms so it was best that he would stay hidden. The last thing the Prime needed was a bad headache.

* * *

 

**_New York City, Warehouse District_ **

Grimlock was busy training in the danger room when he got a call from Nick. While he may be a part of the X-Men now, he was still also an Avenger so he would get calls from the Prime or other Avengers every now and again. It had been almost one month since he joined the mutant team of heroes and he did not regret it at all. On the contrary, he had been happier than he had been in a while.

While not like his family of Dinobots he had during the war, they were still some of the best he could know. He got along nicely with Logan, much to everyone's surprise. He was on good terms with Emma, Kurt, Kitty, Bobby, and Oro. He would occasionally butt heads with Scott and Beast. Forge got along semi-well with the Dinobot, but respected his space and would keep his distance when he really wanted to take a look at Grimlock's inner mechanics.

But the one person he really honestly enjoyed being around was Petra. She had become a sort of surrogate daughter to him, after being told what a daughter is and what family is on Earth. But that's beside the point; after SHIELD picked up Hawkeye, the archer was then chewed out by Nick Fury and, surprisingly, Iron Man for interfering with SHIELD investigation into HYDRA in his search for Black Widow. Nick understood Hawkeyes drive to find answers for why his most trusted partner stabbed him in the back. He also knew the dangers of what that obsession can do to a person. Which was why the Prime was doing what he could to help the Archer, so he could make sure his friend didn't get lost in his obsession. So he asked Grimlock to help out by investigating a possible HYDRA safehouse.

But that was after Nick got word from Hawkeye that he, Captain America, Black Panther, Jazz, and oddly enough, one of Clint's closest friends Mockingbird were pursuing a lead they had. That was when Nick asked Grimlock to lend a hand while he was currently speaking with SHIELD about some Cybertronian technology they discovered and this time, actually told him about.

Which brings us up to the current moment. Grimlock, in human form, was heading towards a supposedly abandoned warehouse that SHIELD suspected was a safe house for some of the covert agents they had planted in a few organizations. But the Dinobots target was starting to smoke, causing him to pick up the pace and approach the building.

Grimlock walked up to the side of the building and tried the door, finding the knob to be locked. Raising his right hand to his comm., Grimlock contacted Nick. "I'm at the address, but the building's smoking and nobody is heading out." reported Grimlock.

 _"Break in but be subtle."_ said Nick on his side of the comm.

"Yeah, yeah." muttered Grimlock as he raised his right leg and kicked the metal door down, breaking the hinges off and causing a very loud clatter.

 _"Not subtle."_  said Nick after he heard the crash. As soon as the door was down, Grimlock saw the emergency lights were on, giving the inside of the warehouse an eerie red glow. Taking out his sword, the Dinobot squeezed through the door frame and entered the building. Once inside, he could see that the smoke was from a fire that occurred a while ago, pieces of wood were burnt but still had some embers going, and if the wet floor was any indicator, the fire system had kicked in the second it started. But this also revealed a sight to Grimlock as well.

A HYDRA agent, or more accurately, what was left of one, was sprawled across the ground. Grimlock had seen his fair share of mangled and mutilated corpses of Cybertronians, Autobot or Decepticon, during the war, caused by him or otherwise. But what stood out to him were the many, many slashes across his body. Grimlock bent down to roll the man over, seeing more slashes across his body, two slashes perfectly perpendicular to each other. The agent's weapon was also slashed into pieces, all nearly the same width from the pieces that were cut.

"Think you can tell me what happened to you?" Grimlock asked the corpse in morbid humor. His only response was silence. He knew the corpse wouldn't speak, but whatever to lighten the mood.

Suddenly, a scream of pain caught Grimlock's attention, using his sword to push himself up, he made his way to the source of the scream. His long stride made it easy for him to make it all the way to the source where he heard more screams of pain and gunfire. All the noises were originating behind a set of doors that slid to the left and right. Flipping his sword up his sleeve, Grimlock used his right leg to kick the doors where they met each other, causing the metal to bend outward. He then grabbed the right door and tore it off its hinges while he forcefully slid the other to the left. As soon as the doors were down, a corpse hit Grimlock in the chest but did nothing to faze him. Being attacked by a swarm of Insecticons gives one a very high tolerance to disgusting, also, he had heard what HYDRA had done in the years from Captain America so he didn't feel bad for any of them that died.

Shifting his attention to the attacker, Grimlock was mildly surprised to see who it was. The attacker was not at all what he expected. From the carnage left in his wake, the alien X-Men was expecting some large savage monster. Not a petite humanoid being in a full body suit. The person wore all black with a mask that covered its face. The suit itself was slightly bulky in some areas, but slender in others. Making gender hard to distinguish. The mask had two small openings for the eyes to see through that had a slight red glow to them. But what really caught Grimlocks' attention, was its gloves. Not because they had bloodstains on them, but each glove had a pair of silver blade extending from the knuckles. He had only ever seen those kinds of claws on one person.

"That you, Wolverine?" asked Grimlock, folding his arms. The unknown person flinched at the mention of that name.

While the lenses made it impossible to see the attackers eyes, Grimlock could tell the person was sizing him up, having used that same gaze millions of times in the past. So in response, the Dinobot got into a fighting stance.

"Well, whoever you are, it's pretty obvious you hold a grudge against HYDRA. But I gotta know, who are you?" demanded Grimlock.

While to anyone else, the attack would have been faster than they could react, Grimlock was not most people and predicted the attack thanks to his instincts. So to him, the attack had come a second earlier than real life, giving him the chance to flip his sword out and block both slashes. The attacker had intended to impale Grimlock in his chest, but his claws made contact with his Energon sword, they had stopped right then and there. Grimlock and a few others discovered that specially treated Energon that would be used for weapons like swords, shields, and other melee weapons were actually able to withstand the unbelievable sharp edges of Adamantium blades.

The attacker was clearly stunned to see his blades stop, leaving him vulnerable to a brutal uppercut from Grimlock, sending him flying across the room before landing in a heap on the floor. Grimlock then began to walk to the right, immediately seeing a very obvious similarity: whoever this was fought nearly exactly like Wolverine.

The person groaned as he stood back up and faced the Dinobot before charging once more. Now Grimlock was feeling the similarities, the speed, skill, and ferocity were nearly on par with Wolverine. But while they were only sparring, Grimlock had a very clear idea on how to approach a fighting style like this.

"You're favoring fake outs in order to follow up with quick and precise jabs." noted Grimlock aloud as he leaned back to dodge a slash. "Then you go for strong and wide swipes to keep me off balance," as he said that, the attacker did exactly as Grimlock said, their blades clattering against each other. The fact that the attacker couldn't even get a shot in, plus, the Dinobot's commentary was clearly getting on the attacker's nerves because he started swinging wildly and intensely. He then tried to send a kick to Grimlock's face, but the Dinobot caught his foot. "Nice try, but letting your pride get the better of you won't-"  _SHINK_ Grimlock's eyebrows raised as a blade shot out from the assailant's boot, nearly slicing his face, but Grimlock was able to lean back in time to avoid being cut, however, the arm of his sunglasses was sliced off.

"Better." said Grimlock as he growled in an annoyed tone while throwing the sunglasses aside, revealing his red irises. Not the blood red that Decepticons have but more reasuring red if there is such. He then generated his shield as the assailant crouched down low in a fighting stance, the blade still in his boot, but from the other boot, another blade extended. A grand total of six blades were being wielded by the assailant, two in each hand, one on each foot. Grimlock's attacker then launched himself into the air, surging at the Dinobot who just managed to get his shield up to block several furious slashes from the attacker using all six blades.

Eventually, Grimlock was getting tired of being on defense and parry a wide slash from his attacker, giving him the opening to knee him in the stomach before grabbing his facemask and threw him across the room. Grimlock's fingers caught hold of the fabric, a tearing sound followed as his attacker fell to the ground. Grimlock stomped forward to his attacker and grabbed him by the shoulder to flip him over. Millions, if not billions of years of combat experience had hardened Grimlock into a soldier who wasn't afraid in any way at all to kill. But something happened that day, something that no one, not even Grimlock himself expected and it shocked him to the very core. That day, Grimlock froze.

He now had a good look at his attacker's face and saw that it wasn't a man at all, but a woman. A girl that looked to be around the age of 25, three years younger than his human form's physical appearance. She had pale white skin, green eyes, and black hair that flowed freely now that her mask was gone. But what stood out for Grimlock was the cut on her cheek, but said cut was healing away quickly before it was gone in seconds.

Seeing that the Dinobot had frozen up for a second, the girl used her right claw to slash his wrist of the hand pinning her shoulder. Grimlock let out a startled snarl, not in pain but surprise as he now glared at the girl who was crouched a few feet away from him. She then charged at him again as she let out a snarl when she restarted her attack. Grimlock was forced into defense, but he was more interested in something else. It was the girl's eyes.

While he expected them to be cold, emotionless, and just evil from the carnage he saw and was experiencing that skill in combat first hand, he didn't see that kind of glint that would have been found in Megatron. Instead, he found a minuscule spark behind that cold stare, a fleeting remain of passion and life. He would know he had seen that same look every time he saw himself in a mirror. She wasn't angry, not like him, but sad.

His minor observation allowed the girl to flip over Grimlock and slice his back. Grimlock let out a snarl of pain but did not let it stop him. For a moment, he was back in Shockwave's lab, seeing his team being carted off. Rage soon followed.

The girl saw her opening and lunged at Grimlock once more. However, the Dinobot threw out a punch that was bathed in flames. The blow sent her flying across the room before smashing into a wall. Grimlock growled in a bestial way before be regaining himself and saw what he had done. The girl he just punched was leaning against the wall, holding her side that was now exposed revealing burnt skin which was quickly healing now.

"Never thought I would say this sentence," muttered Grimlock to himself as he walked over to the girl, "But let's talk about-HEY!" while he was talking, the girl glared at him before she let out a snarl before sprinting away and head for the nearest window.

Grimlock was hot on her trail when she burst through the glass. Grimlock followed but mainly destroyed the wall around the window. Looking around the area, he was surprised as well as frustrated to see that she had escaped. But strangely, when he found his attacker was a woman, he found himself to enjoying the fight with her. It gave him a weird warm feeling in his core. He shook his head, he had more important things to focus on than daydream about this new girl. The look in her eyes still fresh in his memory and he couldn't, or wouldn't, shake that image; he needed to know.

"Who is this girl?"

* * *

 

About ten minutes later, Grimlock stood on top of a roof not far from where met that girl. Using his I.D. card, which was specially made so he wouldn't crush it, he called one person who he knew would know something about her. If the girls fighting style, powers, as well as other characteristics, then he knew he would get his answers.

"Logan, it's Grimlock."

"Oh. Hey, Grim', why are you calling?" asked Wolverine, aka Logan Howlett.

After the Insecticon assault and Grimlock's transfer to the X-Men, the two teams started getting along semi-well, the best people to get along with each other were Kitty, Bobby, Nick, Janet, and Jazz. Wolverine was still a little weary of Grimlock, which was understandable when the X-Men found out that the Dinobot used to keep Decepticon heads in a locker! Eventually, they got over but still keeping their distance. Other than that, Grimlock and Logan actually got along pretty well.

"Just need to be aware of any kids around New York I should know. Particularly female ones with claws in their feet." answered Grimlock, or rather stated.

There was a long pause from Wolverine; it lasted almost a minute, making Grimlock wonder if the signal cut out until he heard a sigh from the mutant.

"So you met her, huh?" inquired Logan.

"You know her?" questioned Grimlock.

A short pause followed once more, "You remember how I told you about the facility that gave me the Adamantium that covers my bones?"

"Yes." Grimlock recalled when he received the full story of how Wolverine got his claws. An agency called Weapon X recruited him and tried to turn him into a living weapon, brainwashing him, erasing his memories and then coating his bones in an indestructible metal called Adamantium. Grimlock could only snarl in anger as how similar Weapon X was to what Shockwave attempted to do, but the fact that Logan was able to beat their control earned the mutant Grimlock's respect.

Wolverine grunted as he continued. "Well turns out, those guys still had samples of my DNA. And after screwing with it for a while, they eventually made a functional clone. Named X-23."

"She's a clone of you?" asked Grimlock, eyes widening as he learned what she was.

"Yep. She's my clone." Logan stated. "Don't know what science mumbo jumbo they did to make her female. But all I know is that she's mine."

"What happened to her?" He eventually asked, slightly interested at how surreal it was that Wolverine had a female clone.

"They did their best to turn her into a weapon, like me," Logan said, anger starting to sneak into his voice. "They denied her any compassion or form of a childhood. They just drilled her and tortured her until she became the perfect killing machine."

Grimlock let out a very animalistic growl how there could be a monster alive that would do that to a little girl.

"But like me, she escaped." Logan continued. "She came to the X-Mansion looking for me, cause she blamed me for her hellish life. I stopped her, but SHIELD showed up before I could offer her to stay. Haven't seen her since."

"I found her tearing up a HYDRA base," explained Grimlock, "She may be looking for something. I'll need to-"

"Grim', listen to me." Logan interrupted. "You should stay away from her. She's dangerous; unlike me, her humanity is suppressed. She'll kill you if she gets the chance."

"Wouldn't be the first time I met someone like that." retorted Grimlock as he looked down at the piece of the shredded mask X-23 wore, "Logan, you didn't see what I saw in her; underneath all that hate, there's still some decency in there, I gotta find her and figure out if it's still there." Grimlock was surprising himself, his mind was telling him to leave her alone, but his spark was telling him to chase her.

Logan was silent for awhile, the only thing Grimlock heard was his breathing.

"You're gonna go after her no matter what I say aren't you?"

"Logan, even you should know by now that when I want to do something, not heaven or Earth is gonna stop me." replied Grimlock with conviction.

Logan then sighed. "Alright, but keep your guard up."

"Yeah, tell the others that I'll be out for awhile." The Dinobot then ended the call. He then assumed his Cybertronian form the transformed into his Rex Mode. On the ground was the piece of X-23's mask. The Dinobot leaned down, his olfactory sensors picking up signature scents. Raising his head, the Dinobot sniffed the air for a few seconds before he let out a low growl: he found the scent. Thankfully the area he was in was not crowded at all, if anything, it was mostly abandoned so he wouldn't have to worry a lot about discretion.

Jumping to the street below, Grimlock took off in a high sprint, tracking the scent: it was blood. The Dinobot followed the trail, leading him to an old sewer gate, not bothering to change forms since it was thankfully large enough. Grimlock broke the gate down and headed into the tunnel. Following the scent for a few miles. It was at that moment that he noticed that the scent was fading slightly, almost as if someone was intentionally trying to cover their scent to prevent being tracked. While that move would work on most beings, Grimlock was not most beings, and his Tyrannosaurus DNA gave him extremely heightened senses, making tracking X-23 very easy. At some point, Grimlock came to an abandoned subway station.

Switching back to his robot mode, then to his human form, he flipped out his sword just in case as he cautiously entered the area. But there was a difference in his human form, while he would have appeared as human; a human that is eight feet tall still stood out like a sore thumb so Ant-Man and Ratchet worked together to create a device to reduce Grimlock's size a bit more to where he was five feet eleven inches. Just about a regular height.

Inside the subway stop, there, a were the remains of a crude campsite. A raggedy sleeping bag was splayed out on the floor; tattered clothes and moldy food scraps littered the area. It looked like a homeless person camp. But then Grimlock saw something lay out of the edge of the light. Upon further inspection, he saw that it was the body suit of the girl, X-23.

The suddenly, Grimlock's instincts flared as he looked up, he saw the cloned mutant, diving towards him with her claws raised. The Dinobot jumped back and the girl slashed the ground where Grimlock once stood. After standing up and facing him, X-23 prepared to attack again, but that was when Grimlock saw that her outfit had changed to a pair of skintight leather pants and tight black sports top that showed off her midriff. Before she could charge, Grimlock plunged his sword into the ground and held up his hands in a sign of surrender.

"Stop!" shouted Grimlock, causing the girl to stop right there and then, "I'm not here to fight, just talk." He then took out his shield and dropped it on the ground before taking his leather jacket off to show he had nothing else. The female clone's eyes widened when she saw the act, but none the less returned to her cold stoic demeanor.

"No tricks," said Grimlock, hands still raised, "No, weapons, no powers. Just you and me talking."

For a long time, neither side moved. The girl kept her glare on the Dinobot and he kept eye contact with her. Suddenly the girl's nose screeched up as she started sniffing the air. She then cautiously took a step forward, still sniffing the air as she approached him.

Grimlock was motionless, holding his ground. While any other person would have tried to move away or take a defensive stance, Grimlock remained motionless. He knew that X was trying to see if he was lying and he really did not care if she thought he was, he came here to talk and they were gonna, one way or another. Eventually, X-23 came within arms reach of the Dinobot, still sniffing like a dog or wolf.

The girl suddenly stopped sniffing and Grimlock heard the sound of her claws retracting. The Dinobot gave the mutant a curt nod before he was suddenly grabbed by the mutant and slammed into the floor, claws back out in her left hand and the blades pointing down at his neck. She glared down at him with her cold eyes, but Grimlock could also see a tiny hint of curiosity.

"Who are you?" she asked, speaking for the first time.

"Grimlock." answered the Dinobot. He was no stranger to being held at weapon point, even blades directly underneath his chin so Grimlock was able to keep a level tone while X-23 questioned him.

"Why are you here?" she asked one more.

"I came here to talk." replied Grimlock.

"Why?"

"You're eyes," began Grimlock the second he heard that question, looking directly into the girl's eyes, "Why do I see sadness in them?"

That question seemed to shake her slightly. But her grip then tightened and she pushed her claws a little closer. "That does not answer my question."

Grimlock may not know a lot about humans, or specifically female humans, but he could tell that she was not in the mood to play around if she even knew how to. The only thing he could really do that wasn't violent was answer her honestly.

"I came here because I want to help you."

In response, the female clone raised an eyebrow. "Help me? Why would you do that? What do you want from me?"

"What do I want?" repeated Grimlock, "What I want is to learn more about you. A lot people say you're dangerous."

"They're right," The Female Clone stated, "You should have listened to them."

"Really?" asked Grimlock with a pointed look, "If you are that dangerous then why haven't you killed me yet? The second I let my guard down you could've ended it right there and then, but you didn't."

The girl looked down at him in curiosity for a second, then Grimlock felt the claws move away from his neck and slide back into her knuckles. She propped her herself up but remained on top of Grimlock while looking him over in curiosity.

"You really don't want anything from me?" She asked.

Grimlock shook his head. "Why would I?"

She then dropped her gaze. "Most men I've met seemed to only want one thing from me."

The Dinobot the felt her grind slightly against his crotch. The explanation of human anatomy was interesting, to say the least, and Grimlock had enough knowledge of human behavior to figure out what she meant. Grimlock rolled his eyes as he cautiously got the girl off of him, though he did not realize his face turned slightly red.

"I do not want 'that'," stated Grimlock as he picked up his jacket while putting it on, "I'm not one for relationships."

The girl simply raised her eyebrow in response but didn't say anything. She then turned away from him and walked back to her campsite. She sat down and pulled up her sleeve of her right arm. Grimlock curiously watched as she then extended one of the claws in her left hand and cut an X shape right into her arm. Grimlock knew what she was doing, she was making herself pay for all the lives she took while the Facility had her under their control. It would stand to reason that self-harm was her way of coping with whatever Weapon X did to her. He could relate, one way for him to deal with that kind of stress was why he kept a locker of severed heads. To remind him of all the Cybertronians he's killed.

Without much fear, Grimlock approached the site to where the girl was sitting and sat down opposite her. He watched as she carved several X's down the length of her arm, the ones she had already done were currently fading thanks in part of her healing factor.

After a minute or so of silence, Grimlock heard a small grumble coming from the clone. She made an uncomfortable expression and placed her hand against her stomach. It didn't take a genius to figure out that she was hungry and to be honest, he could use something to eat as well. When Grimlock first tried food he thought it was the best thing in the world, a major change from the bland taste of Energon.

"Haven't eaten in a while, huh?" guessed Grimlock, causing her to look up at him but said nothing, "There's a burger place not far from here. You wanna get something to eat from there? Nothing bad's gonna happen."

Grimlock stood up and held his hand out to the girl. She looked at the hand before looking up at him, eyes narrowing.

"Why should I trust you?" She snarled at him.

"You shouldn't, I'll earn your trust."

The girl glared at him suspiciously, then slowly got to her feet and picked up a black jacket from the floor. "If you try anything, I'll slit your throat," She threatened and then started walking away. She then stopped and looked back at Grimlock, "Aren't you coming?" She asked.

Grimlock smirked and followed her after retrieving his sword and shield, folding them into his sleeves, "I don't recall you giving me your name."

"Because I didn't." she answered sharply.

"Trust is a two-way street, okay? I gave you my name." stated Grimlock.

The Clone stopped for a second, not turning around. "X-23." She answered.

"Is that your real name?"

"It's what you can call me." X-23 simply sharply stated.

"Better than calling you 'what's your face' all the time." muttered Grimlock under his breath.

* * *

 

About half an hour later, the two were sitting in a booth at a small diner. The two currently sat in silence. Grimlock had a somewhat approaching expression on his face while X-23 kept her stoic expression. Grimlock saw that her arms were shifting under the table, likely doing herself harming again.

"Gotta a reason for being in New York?" asked Grimlock, trying to get some conversation out of her.

"Personal reasons."

 _'So, polite version of 'none of your damn business.'_ thought Grimlock to himself as he shifted in his seat.

Just then the waiter came over to their table. Grimlock looked up to see that he was an elderly man. When he saw him, Grimlock couldn't help but feel he had seen him somewhere before. Silver hair that was combed back, square-rimmed glasses and a silver mustache on his upper lip.

"Hey, there whipper snappers. I'm Stan and I'll be your waiter tonight." The elderly man said as he held up his notepad.

Grimlock had a brief moment of hesitation, bu he shook himself out of it fast enough. "Yeah, I'll have the Philly cheese steak with a coke."

Stan nodded and wrote down the order in shorthand. "And for you, young lady?" He asked X-23.

The female clone didn't make eye contact as she shifted in her seat. I was clear to Grimlock that she was uncomfortable, so he decided to step in. "She'll have the spicy chicken with extra hot sauce."

Stan raised an eyebrow at the order but wrote it down anyway. "Ok, that's one Philly with a coke and some inferno wings. I'll be back with your orders in a jiffy. Excelsior!"

That last word left Grimlock curious, he swore he heard that word before. Like at a hotdog stand Nick took him to when the Prime was teaching him about human culture and food. They went to a hotdog stand that day, manned by Stan so why was he working here? _Maybe the guy needs the extra cash._  He thought. But Grimlock pushed that thought aside when he noticed X-23 glaring at him.

"Why did you do that?" she asked, clearly talking about Grimlock ordering for her.

"Just wanted to get things a little more comfortable for you." replied Grimlock with a shrug.

"Why are you so intent on helping me?"

"Hanging around a friend of mine for so long has that effect on people and it's the right thing to do." answered Grimlock.

X-23 paused for a moment and leaned back in her chair, crossing her arms and avoiding the Dinobot's eyes. "I don't need your help. I don't want your help."

"Then why are you still sitting here?" asked Grimlock, causing X-23 to return her gaze back to the Dinobot commander who only kept a neutral expression, "You didn't have to come with me. You could have told me to screw off I wouldn't have batted an eye. But here you are."

X-23 looked away from him for a moment, apparently pondering the thought herself. Then she locked her eyes with his once more. "I can't figure out how to kill you."

"That right?" asked Grimlock, not at all surprised. From the start, he had seen the calculated glint in her eyes, trying to find whatever weakness in him to exploit. Many Decepticons had that same look in their eyes when they encountered the Dinobot, but mainly Vehicons were running in fear because of Grimlock could do.

"The facility that made me," X-23 said after she looked around to a few people in the diner, "They wanted me to be the perfect weapon. They forced me to want to kill on sight. So now, every time I enter a room. I instantly calculate the best way to kill everyone within it." She turned to Grimlock; her cold eyes now had a flicker of curiosity in them. "But when I fought you. I calculated the best way to kill you, but then you used a new power and my strategy was thrown off. You're an anomaly, I can't seem to think of a way to kill you."

"Meaning?" said Grimlock as he knew where this was going.

For a while, X-23 didn't say anything. Then she looked down at the glass of water in from of her and her expression softened a bit. "Maybe you could be the one that could finally kill me."

Grimlock seemed taken back slightly, this actually surprised the Dinobot because he had killed thousands of Decepticons without any remorse, so why did this bother him?

"Why do you want me to kill you?" asked Grimlock in a lowered voice and to avoid drawing attention.

That's when he saw it, the sadness and depression that has been buried in the back of her eyes for the entire time he'd been with her, finally came forward. While her face remained neutral, her eyes protected so much pain and sorrow that it almost hurt to look at them.

"I was created to be a weapon," X-23 said. "I was beaten and tortured so that I wouldn't feel anything. And they succeeded. They made a special trigger scent and when I breathe it in, everything goes dark and when I wake up, everyone is dead." The pain became more intense in her eyes, she looked on the verge of breaking down but held strong. "I'm too dangerous to be kept alive. And after everything, I've done. I deserve it."

Grimlock felt an emotion he hadn't felt in a very, very long time: sympathy for the girl adjacent to him. He could see from her expression, albeit subtle, that something involving the 'trigger scent' that affected her personality. But out of respect for her, he didn't pry.

"Even if I wanted to kill you, I wouldn't do it," stated Grimlock, absolutely no room fo argument, "I only kill those who kill because that's their choice. I'm a soldier, but I don't get to decide he lives and who dies, I just make a decision based on what I see in combat. But my job as a soldier is done and my new job is to protect people of this planet. To give hope for people to believe in."  _'Primus I sound like Optimus, what is wrong with me?'_ thought Grimlock.

X-23 then scoffed in response. "Hope is an illusion," She said crossing her arms, "A dream that makes people believe that things can get better. But it never does."

"Oh hope is real alright." said Grimlock as he leaned back, placing his arms on the table.

"How are you so sure?" asked X.

"Take a look at your arms," stated Grimlock as he gestured to her, "Haven't cut yourself in the last five minutes."

At the mention of her arms, X-23 immediately looked down with a surprised look. Her sleeves were still pulled up, but there were no healing wounds. Usually, her arms were constantly healing scars that she, herself, had inflicted upon herself. Yet for some reason, she neglected her usual practice.

"Hope is not about believing things can get better. It's inspiring others to work to make things better."

X-23s hands trembled a little at the Dinobot's words. For a moment, she almost believed that what he was saying was true. But she then shook her head and placed her arms under the table. "I can't. I was made to be a weapon. That's all I can ever be."

In response, Grimlock let out a sigh as he closed his eyes, "You know you aren't the only one who had a crummy childhood." began Grimlock as he recounted the earliest days in his life, "When I was born, I had nothing, a slave right off the bat. Working the second I could lift a pick axe in the Energon mines. It was awful, constantly mistreated, pushed to the breaking point dozens of times and even beyond. Then I ran away from the mines, went to a gladiatorial arena where I learned to fight. I spent years there, fighting for the amusement of others, being seen as a great warrior, it felt good, real good. But then the war came and I joined the Autobots." X-23 raised an eyebrow at that, having never heard of the Autobots, so Grimlock gave her the cliff notes version of the reveal that he was an alien robot from another planet. He then picked back up from where he left off, "During the war, my team and I were tracking an energy signal in the sea of rust. We were captured by Decepticons and then taken to Shockwave."

Grimlock growled that name lowly to avoid attention. He tightened his fist so hard that X heard a few bones pop. After a moment, Grimlock calmed himself enough to continue. "We were tortured, cut open hundreds of times and forcefully augmented at the cellular level to be the ultimate soldiers. Shockwave placed a small program in my head to turn me into a mindless killing machine whenever I get angry, and it worked slightly. I did turn into a one bot army, but I did have enough control over myself to know a little which side I was on, but even then, I could never fully control it. When was I shot to Earth and found by Nova, I told him about the programming and that he lock me up; he refused. Saying that our decisions make us who we are, not others. So he helped me control my anger and my other mode."

Seeing that his words were getting through to the mutant in front of him, Grimlock pressed on, "My point is, what does it matter what people think of you. They don't get to define who you are,  _you_ decide.  _You_  chose to be whatever you want, and nobody else."

Those words seemed to resonate within the Teen Mutant as Grimlock could practically see the gears turning in her head. After a while, she eventually met his gaze and the corners of her mouth began to twitch as if attempting her first smile.

Suddenly her features dropped and her eyes widened in shock. Quicker than anyone should have been able to react, X-23 launched herself across the table and tackled Grimlock out of the booth. His instincts kicked into overdrive as he rolled them over and activated his shield. The building shook as bricks and dust went flying, some bouncing off his shield.

Grimlock snarled angrily as his body grew till he was eight feet tall again and he flipped out his sword. Beside him was X-23, her claws out and her clothing partially shredded, standing in a combat stance. The two stood in front of the destroyed wall of the diner.

Then, out from the gloom, came a group of figures. Most of them wore uniforms that resembled Special Forces combat gear, but they wore helmets that had three optics that glowed red, making them look very intimidating. But the person at the head of the group was very different.

She was a woman, about average height, with tan skin that complimented her flawless features. She wore a skintight body suit that was primarily black and gray, with a window in the chest area that showed off her voluptuous bosom. She had an assortment of weapons lined around her outfit, all appeared to be highly advanced. She had raven hair and green eyes that seemed to gush a remorseless killer attitude.

The Woman grinned as she walked in front of her soldiers and stared at X-23 with savage glee. "Hi X. Miss me?" The woman greeted as if they were old friends, but Grimlock could see the malice in her eyes.

The woman the glanced at Grimlock, who had an angered expression on his face before she returned her attention to X-23 with a smirk, "Well look at you, getting a partner. When did you learn how to make friends? I don't remember that class at the facility, but arrogance was always your problem wasn't it, clone." the way she punctuated that last statement made is seem she was trying to emphasize that she wasn't a real girl.

"You don't get to talk to her like that." snarled Grimlock as he took a step forward, cracking the ground with a heavy stomp. Before he could get any closer, X-23 spoke up.

"This has nothing to do with him, Kimura! You're after me, so leave him alone!"

The intensity in her voice, mixed with the death glare she was giving the older woman, made a few of the soldiers take a tentative step back.

Kimura however just giggled. "Aww, so you've found yourself a Boyfriend, have you, X. I'm impressed… But you've got a lot to learn about first dates." She then glanced in Grimlock's direction and winked at him. "Keep watching, handsome. You don't want to miss this."

Kimura then gestured for her men to back off and she put up her fist in a fighting stance, challenging X-23. The mutant girl obliged by charging straight for the woman. As she got close, she sent her claws forward in a blur, but Kimura just side stepped her and kneed her in the gut. X-23 coughed up some spit as Kimura then grabbed her by her hair and slammed her face into the rubble.

X-23 grunted slightly as she pushed herself back to her feet, her lip bleeding, but her ferocity remained strong. Kimura, on the other hand, looked sinfully smug as she gestured for the Clone to try attacking her again. X-23 snarled at her and charged once more, swinging her claws in a wide arc. But instead of dodging, Kimura held up her arms and stopped X-23s blades with her bare skin.

Grimlock raised an eyebrow at that, though he was more shocked than he let on. He had seen those claws slice through Cybertronian alloy like a hot knife through butter, but she stopped it with her skin alone.

A sinister grin spread across Kimura's face as she slammed her forehead into X-23's face, breaking her nose in the process. She then grabbed the teen mutant b the throat and threw her to the ground once more.

"Stupid Girl. You could never stand up to me. After what you did you me the last time we met, your lucky I don't reach through your skull and pull out your brain. But unfortunately, the Professor wants you back alive. And I guess that's fine. After all, it means I'll get to play with my favorite toy a little longer." Kimura said as she pummeled X-23 to the ground savagely.

Grimlock watched the fight in fury, having witnessed X-s23 fighting first hand. Seeing her loose this badly to the woman was pretty surprising. But this anger began to bubble over as he let out a low snarl.

Kimura smirked, as she pulled X-23 up by the hair. "Hope you enjoyed your little trip on the outside. Cause you'll never see it again." She said as she drew a knife from her belt and held it against t the Clones neck.

That's when she heard an inhuman roar and Grimlock charging right at her, sword raised. Kimura raised her arms to block the blade, but the force behind the swing sent her flying back.

She landed in the rubble with a loud crash at the feet of her men. Thanks to her durability, she wasn't hurt by the attack, she was just mad. That guy interrupted her playtime. She was gonna make him suffer.

"Take him down!" She commanded. The soldiers immediately acted on her command and opened fire on the man.

The bullets pelted against an energy shield as the man charged forward. "Bring it on!" roared Grimlock as he was about half way between them when X-23 jumped in his path.

"No. This is not your fight!" She snapped at him, wiping the blood from under her nose.

Grimlock's eyes narrowed. He could see she was determined to face this Kimura person. The two obviously had a history. But that didn't mean he was gonna let her fight alone. "You take her, and I'll take the goons."

X-23 seemed to hesitate at the Dinobot's request but nodded anyway. She turned to Kimura again and Grimlock rushed the soldiers. Grimlock leaped at the soldiers, sword raised. He then swung his blade at the closest man, easily slicing the man in half. The soldier screams in pain as he was bisected. The other soldiers raised the weapons and fired, but Grimlock blocked the bullets with his shield before he sprinted at another soldier. He slammed his shield across his face, snapping his neck in the process while also sending the body crashing into another soldier.

The remaining soldiers then tried to jump the Dinobot, using their numbers to overwhelm him, but Grimlock only chuckled grimly as he flexed his muscles, throwing the soldiers off.

His little moment was broken into a hundred pieces when he saw X-23. Kimura was holding her beaten form over her with both hands. And in a swift motion, brought the mutant girl down on her knee hard. A sickening snap was heard as the girl's spine was broken.

Grimlock felt a huge surge of fury, that fury manifesting into flames around his fists. With a huge roar Grimlock surged right at Kimura, landing a flame engulfed fist on Kimura's face. The blow caught the woman off guard as she stumbled back, but Grimlock wasn't done. Pressing his advantage, Grimlock sent two more punches to the woman's face, spinning around to land a kick to her stomach, followed by another blow. Kimura let out a surprised cry at the beating she was receiving. Looking it, she saw the Dinobot's large hand grab a hold of her neck and then felt the rocky texture of the asphalt as Grimlock dragged her through the road.

The Dinobot then leaped into the air and slammed her down into the ground. Once Kimura hit the ground, Grimlock sprinted back to X-23 and scooped her up into his arms. He then slung her over his shoulder before he jumped to the roof of a nearby building and ran off into the night.

* * *

 

After running for a solid half an hour across rooftops, Grimlock could feel the bones inside of X-23 being to repair themselves. A few distinct pops, her spine was back to normal. It was at that moment, X-23 started to regain consciousness.

It was at that moment that Grimlock felt they had put a good distance between them and Weapon X so he stopped on one building. He looked down at the girl still in his arms. She opened her eyes and gazed at him. Grimlock only gave her a nod, but she only glared angrily at him.

"Put. Me. Down." She snarled dangerously.

Grimlock decided to oblige her and the girl down so she could stand on her own. Once she was on her feet, X-23 turned right around to look Grimlock in the eyes before she punched him right in the face.

"You idiot!" She yelled as he only moved his face to the side. "I told you to leave me alone! But you didn't listen. You just had to follow me. And now you're as good as dead!"

"Wouldn't be the first time," stated Grimlock casually as he spits to right, "Besides if hadn't been there, you'd be dead."

"I don't care about me!" She yelled in response.

"Well too bad because I do," snarled Grimlock as he was getting frustrated with her indignation, "I don't back out on my friends, I do what's needed in order to help them. No matter what."

"We are not friends." She hissed back, fists shaking in anger, but Grimlock easily tell that the anger wasn't real. He knows real anger when he sees it.

"Your just some annoying freak who won't stop following me," She snapped her tone getting harsher and harsher, "Now Kimura thinks I care about you and she'll hunt you down to get to me. I told you to leave me alone. But nooo. The big hero has to step in to help save the poor damsel in distress. You make me sick. You don't care about helping me. You just want to feed your own ego and hope I give you a big reward as a token of my appreciation. Why don't you just go find some other promiscuous woman to seduce you pervert!"

Grimlock said nothing, just returned X-23's harsh glare with one of his own, but this one he sent was far worse than any he's ever used before. "If you think I'm just doing this to feed my ego, you're wrong." Stated Grimlock, his tone dropping to one even lower than his already guttural deep voice, "I don't see myself as a hero, or just doing what he does because he wants to get lucky. What I'm doing is because it's the only thing I can do. I've fought for eons in war, seen my friends die in front of me. But maybe it's not me you're mad it, it's yourself because I have an actual past but can't be anything more than I am." Stated Grimlock, X-23's anger seemed to revel we but the Dinobot wasn't done.

"I can't be anything else than what I am: a cold killer who doesn't work well with anyone else, and when I do try to help, all I get is resentment. You want to be alone?" Demanded Grimlock as he grabbed her shirt and hoisted her up to be level with his eyes, "Then that's what you'll get. See if I care if you get hauled off to Weapon X. Maybe then they'll teach you some manners." With that, Grimlock roughly let her go, the mutant girl fell back onto ground while Grimlock stalked away. He reached the edge of the roof and jumped down into an ally.

But once he was out of sight, a look of remorse spread over her face. She bowed her head and closed her eyes. "I'm sorry, Grimlock." She whispered. "But I can't put you in danger any longer."

She then turned away and started making her way down the fire escape. One way or another, this ends tonight.

* * *

 

**_Warehouse District_ **

X-23 jumped from one container to the next, moving as smoothly and as stealthily as a shadow. Making sure to not set of any of the alarms. Not that it mattered as she knew that she would eventually be found. They always do manage to track her down.

After expertly scaling the sides of the building, she used her claw to cut the lock on the skylight and slipped in. she climbed down to the floor of the warehouse and stood tall in the center of the vast room, the moon casting light upon her from the open skylight. Closing her eyes, she took a deep breath in and exhaled. She then opened her eyes and glared into the darkness.

"I know you're there," She spoke to the darkness, "I could smell you the second you got here."

The sound of heeled boots echoed through the building as the slim figure of Kimura stepped into the light, her sinister grin etched into her face. "Gotta love those heightened senses, hey X," She taunted as she stood before her prey, "What, your little boy toy didn't want to play."

X-23's eyes narrowed as she clenched her fists. "He's out of the picture. You need not concern yourself with him anymore. You have me now."

Kimura then placed her hand to her chin. "Hmm. Nah!" She responded, pulling out a crossbow, "You see Clone. He knows too much now. He's a witness. And that's something Weapon X highly frowns upon and not just him. But that little family you stayed with back in San Francisco and all those little mutant freaks you met at that mansion. All of them will be hunted down and killed." As she spoke, X-23 started to tremble in rage as the tips of her claws started to push against her skin.

"But don't worry. It won't be the last time you see any of them," Kimura assured. Then grinned menacingly, "I'll be sure to bring that handsome guy back with me so I can have a little fun with him before you watch him die."

At that moment, X-23 snapped. Her claws shot out from her knuckles and feet as she charged forward. Suddenly a barbed cable shot out from the darkness and impaled itself in her forearm. X-23 hissed in pain as a voltage of electricity surged through the cable, shocking her. Gritting her teeth, X-23 tried to march forward, but more cables shot from the shadows and stabbed into her, surging more electricity into her body.

Had it not been for her healing factor, she would have gone into cardiac rest. As such all she could do was mentally kick herself for allowing Kimura to manipulate her into ignoring her senses. X-23 grunted in pain as she fell to the ground, writhing in agony. After a few more seconds of mind-numbing pain, the electrical surge ceased.

The lights in the warehouse, flickered to life as it revealed at least a dozen armed soldiers, surrounding the teenage clone. Kimura smirked as she walked over to the fallen clone and pressed her boot against her head.

"Stupid Clone," She spat, "You chase away anyone who tries to help you. But then again it's quite fitting. Poor X-23, all alone."

As soon as she said that, the sliding main doors to the warehouse were struck by a massive amount of force, causing them to bend. The soldiers all jumped at the sudden noise and aimed their rifles at the door. Kimura also turned to the door, her crossbow being raised up as the doors were suddenly broken off their rails, flying across the warehouse before landing and crushing on an unfortunate soldier. A large cloud of smoke was thrown into the air. But through the smoke came a large figure.

"Except she isn't alone," stated a familiar voice. Through the smoke, Grimlock walked in, standing eight feet tall, sword and shield deployed.

"She's with me." stated the Dinobot in a threatening tone.

X-23 glanced in the alien's direction and her eyes widened. "Y-You followed me?"

"I know real anger when I set it." stated Grimlock as he flipped his sword in his right hand.

Kimura narrowed her eyes at the Dinobot. After seeing him easily mop the floor with her, it wasn't difficult to figure out that this guy had way more combat experience than at first glance. She then swiftly drew her crossbow and aimed it at Grimlock.

"Well let me be the first to say that I am glad you're here," She said sarcastically, "Saves me the trouble of hunting you down."

She then pulled back on the trigger and a steel arrow fired from her weapon. The projectile sliced right through the air on a collision course with Grimlock's head.

However, the assassins glee turned to shock as Grimlock moved way faster than she thought he caught the arrow a millimeter from the center of his forehead.

"That," stated Grimlock as he crushed the arrow in his hand, "was a bad idea."

He then leaped at Kimura, who quickly dodged out of the way, rolling across the floor as the Dinobot crash onto the floor, cracking the concrete. One soldier tried shooting Grimlock, but more shock occurred as the Dinobot lowered his shield and caught the bullet with just his fingers. This left the soldier so shocked that he didn't even react to the large sword that decapitated him.

Looking down at the dead comrade, they raised their weapons and turned their attention back to the Dinobot and opened fired. Grimlock dodged and rolled out of the gunfire towards the soldiers, swinging his sword, slicing the legs, arms, and sometimes heads off of the soldiers in his way.

Grimlock knows that Nova wouldn't be happy about an Autobot killing humans, but he was also a Dinobot, so he could blame the animalistic programming in him.

Seeing that the threats were now neutralized, Grimlock approached X-23, who was pulling the cables out of her body. Grimlock frowned when he saw the blood stained barbs. It was different from Energon. He watched as the holes in her body began to heal themselves.

The Teen Mutant grunted as she pulled the last barb from her arm. She then looked up at the Dinobot who extended his hand, giving her the faintest of smiles. She looked at the hand for a moment, then glared at the hero before slapping it away.

"I told you to stay out of this." She snapped.

"I don't listen to anybody, and I don't turn my back on my allies or those who need help." retorted Grimlock as he looked down at the mutant.

"You can't help me! No one can!" She then gestured to the soldiers, "They will never stop hunting me. That's why I can never…"

She trailed off as she looked at the dead soldiers and noticed something crucial about them. Her eyes widened when she realized what was wrong. "Wait, where is Kimura!"

Grimlock narrowed his eyes as he flipped his sword out. He cursed himself for forgetting about her. "Slag!"

The two then herd an evil laugh come from above them. They looked up to see Kimura standing on top of a nearby crate, holding something in her hand.

"How sweet," She said in a mocking tone, "You really have so much faith in her? Well then let's see how you feel when you see the real X-23."

Grimlock instantly figured out what she meant. Kimura pulled back her arm and tossed a small glass vial containing an odd green liquid. Grimlock tried catching the vial, but thanks to his strength, accidentally crushed it, causing the contents to splatter all over him.

"Oh scrap..." muttered Grimlock, knowing that this was likely the formula used to trigger X-23's slaughter mode. And he was right, Grimlock turned to X-23 when he heard her growl. Her head was lowered and her body stiffened. She sniffed the air and let out another primal growl.

"X, you need to listen to me." stated Grimlock, shifting his sword in his hand.

X-23 then raised her head, revealing her eyes, which had changed from their usual green color to blood red. Grimlock didn't even move. He wasn't about to run from his friend.

Kimura chuckled from her seat as she watched the scene. "She can't hear you anymore. She's now exactly what they made her to be. A mindless killer. And once again, she's going to kill someone she cares about. Serves her right for disobeying her handler. After everything, I did to stomp the free will out of her."

Grimlock snarled, shrinking his size down so he could better deal with X-23. After he was done, he was gonna rip Kimura's damn head off and send it back to Weapon X in a box. But right now, he was more focused on blocking the wild slashes from the mindless killer that was his friend, sort of.

As he used his shield to block another slash, Grimlock remembered what X had told him at the diner. _"They made a special trigger scent and when I breathe it in, everything goes dark and when I wake up, everyone is dead."_

Looking around for something to wash off the smell, Grimlock noticed the sprinklers at the ceiling and thought that the water could wash it off. His tiny moment of distraction allowed X to get by his shield and slice his shoulder and back. Grimlock snarled in pain as he backhanded the mutant away. He put enough strength behind the blow to send the mutant flying across the room and into a crate, denting it.

Grimlock would have been concerned if not for the fact she got up completely unharmed. Grimlock put his sword away and ignited his fist. He then slammed it into the ground, causing a small wave of fire to cover the ground in front of him. Creating a wall of fire between him and X-23.

The fire would likely set off the sprinklers and the smell of smoke would also help to mask the killer scent. However, his displeasure rose when he saw X-23 emerge from the flames, clothes singed and her body littered with third-degree burns that were slowly healing.

Then one idea formed in his head, an absolutely batshit insane idea. One that would go up along trying to destroy Shockwave's experiment by himself. But when did he have an idea that didn't risk his safety? Slowly, Grimlock walked back, dropping his shield and sword. His fists burnout while Grimlock stood motionless.

Grimlock stared X-23 in the eyes with enough determination to make Nova Prime proud. X, you have to listen! I know you still see me and hear me so cut the crap!" He shouted, but the mutant kept advancing.

Grimlock held his ground as he gazed directly into the eyes of the Savage mutant. She snarled once again and lunged at him, claws extended. Grimlock held his ground, then at the last moment, shifted his body to the side, causing one of X-23's claws to be embedded in the wall of the crate behind him, just under his left armpit. But the other claw stabbed him right in his shoulder, piercing right into his flesh. Luckily for him, Grimlock managed to move so X-23 didn't his any of his vital organs. However the pain was still there.

Grimlock was familiar with pain so even though he was stabbed, he didn't even react. Instead, he grabbed a hold of X-23 held her in place to keep her from moving. The savage mutant tried to pull away but Grimlock's hold did not falter. He was going to talk with her.

The moment came that Grimlock was waiting for. The sprinklers went off thanks to his flames. Water rained down throughout the warehouse, drenching both Grimlock and X-23 as they continued to grapple. Grimlock grunted slightly as X-23 continued to struggle to get out of his hold before stopping and her red eyes might Grimlock's own.

At that moment Grimlock seized his opportunity. "Look, X. you may not trust me… But I. Trust. You! You hear that X! I trust you with my life!" At that moment he released his grip and allowed X-23 to move away. She stumbled slightly and bared her teeth as she moved in closer to him and raised her claws. But Grimlock didn't move and his determination did not wither.

"You get to decide who you are," shouted Grimlock, "A weapon or a hero! You get to decide, X!" He held his gaze even as X prepared to stab her claws right into his face. She then let out a blood-curdling screech as she thrust the blades forward.

"Decide."

Grimlock held his gaze, even as the blades drew closer. Then all of a sudden, they stopped. The entire warehouse was filled with just the noise of rain echoing through the building. Grimlock blinked slightly, feeling his eyelashes brush against the blades.

The blades then moved away from his personal space and retracted back into X-23's knuckles. The Female Clone head was lowered, but she showed no signs of still being affected. Grimlock then heard her sniff and start to tremble. She raised her head to look at him. Her eyes may have still been red, but not the same red as before, no these ones, these showed emotion and Grimlock saw that emotion.

Suddenly, X-23 couldn't contain herself anymore as she threw herself at the Dinobot and wrapped her arms around him in a tight hug, crying into his chest. Grimlock seemed slightly surprised by the sudden display, but his expression softened as he returned the hug, slowly, gently rubbed his arm up and down her back. He could feel the girl tremble in their embrace as he continued to stroke her.

"It's ok, X. It's ok," He said softly. "Don't fight your feelings anymore. Just let it out."

X-23 eagerly obliged as she continued to sob into his chest. The pain Grimlock felt in his arm was nothing compared to the pain her felt in his spark for the girl he held onto. The only thing he could do right now is just to comfort her.

However, the moment was interrupted when the sound of a gun cocking drew the attention of both Grimlock and X-23. Turning around, they saw Kimura with a gun in her hands and a disappointed look on her face. "Pathetic. But what can you expect from a clone? You were a failure from the start, X. I knew it the first time I laid eyes on you. A weak, pathetic, miserable…." Whatever she was going to say was cut off when Grimlock suddenly let out a massive roar and rushed her so fast that Kimura had no time to react to a massive straight right to her head. The blow was so strong it sent her through the wall of the warehouse and outside. Kimura groaned as she pushed herself up.

Looking back she saw a red glow coming from the warehouse. Suddenly, the entire side erupted and Grimlock in his Cybertronian form burst out.

 **"KIMURA, NO HURT X-23 ANYMORE!"** bellowed Grimlock, his entire body doused with orange energy that was his fury. Kimura looked up in slight fear as the Dinobot stalked towards her. She would have gotten out as fast as possible but the Dinobot grabbed her by her back and slammed her into the street. Grimlock kept slamming her into the street. Cracks forming all around. Kimura let out a surprised cry at each impact, thanking that her density shifting was the only thing keeping her alive.

Kimura shook her head as her vision cleared. Looking back, she saw Grimlock raising both his fists into the air getting ready to crush her. Kimura rolled out of the way, but the impact caused a shockwave that sent her tumbling back.  **"GRIMLOCK DESTROY!"**

Kimura rubbed her chin as she stood up. "Getting a little angry aren't we? Let's see how angry you can get."

Grimlock roared like an animal and charged at her, the Mercenary's grin only widened as she charged to meet him. Then as they got close, Grimlock sent a powerful right hook to her. But Kimura dropped to her knees and slid right under the blow and got behind the Dinobot. Grimlock spun around to face her but was met by a strike in the face from Kimura's fist. Surprisingly the blow was powerful enough to knock him back a few paces.

Grimlock glared angrily at the woman, cracking the metallic tendons in his neck as his vision locked onto Kimura. He ran his hand across the cheek she punched and felt there was a small dent where her fist made contact.

"Pretty sweet huh? I was made to counter X-23, so they gave me the ability to alter my density. My skin is indestructible. Not even the clones fancy claws can cut me." boasted Kimura.

Grimlock let out a low snarl as he charged at her once more, slamming his right fist down, but Kimura flipped back letting the blow hit the ground. She then ran up Grimlock's arm and punched him right in the face. This blow actually caused Grimlock to use his hands to steady himself.

"Looks as though you aren't as tough as you think." sneered Kimura as she looked up at Grimlock. The energy that came from the Dinobot flared as his red visor darkened.

 **"NOBODY IS TOUGHER THAN GRIMLOCK!"** bellowed Grimlock. While keeping his hands on the ground, plating shifted and Grimlock began to transform. Kimura raised an eyebrow but her expression changed to shock as she saw Grimlock transform into a Tyrannosaurus Rex. The Rex roared at her, a massive stream of fire shot out from his maw. Kimura was sent flying back where she crashed into a container. The woman let out a pained groan as she pushed herself up.

Looking back to Grimlock, she saw his sharp tail heading right for her. The pointed tip slammed right into her stomach, causing the woman to cry out as she held the place where it struck her. Kimura then coughed and a trickle of blood came out. The Woman stared at the red stain in shock, never in her life had anyone ever made her bleed.

She was so stunned that she didn't see the massive Dinobot approaching her. When she did, all she saw was the burning red eyes glaring at her. She stared back at him with genuine fear.

 **"NO WEAK SPOT?!"** roared Grimlock as he glared down at the woman,  **"OUTSIDES HAVE NO WEAKNESS, INSIDES DO."** With that, Grimlock lunged at Kimura, snapping her up in his mouth where he violently shook her around. His sharp teeth digging into her skin. Kimura realized her mistake just as Grimlock began to swing her around then suddenly he threw her into the air. Kimura looked down and saw that she was several hundred feet in the sky and she began to fall back to Earth screaming.

Grimlock waited patiently as he watched the woman come back down. The Dinobot turned around and get his tail ready. When the woman was within a few feet, he swung his tail around as hard as he could and smashed Kimura through several containers. Kimura came to a stop in the broken remains of a metal container. She coughed hard and a trickle of blood came out. She couldn't even push herself up, all she was beaten and weak. She managed to shift enough to see Grimlock stalking towards her. The Dinobot transformed back to his robot mode then back into his human form. His red eyes glaring hatefully at her and she returned the look.

Grimlock stopped a foot away from her and glared hatefully at her, but much to his annoyance, she grinned right at him.

"What are you waiting for? Finish me." She taunted. "What's the matter hero? Don't have the stones to do it?"

Grimlock glared hatefully at her for a few seconds before he said something that, before he met X-23, would never say in a situation like this.

"No."

Kimura smirked. "Knew you didn't have the guts."

"Oh I have the guts," scoffed Grimlock, "monsters like you don't deserve the easy way out." He merely responded. Then he leaned in close until he was looking directly into her eyes. "I'm gonna make sure that when you're put away, they're gonna provide you with some entertainment." He then gestured to X-23, who was standing to the side. "I'm gonna send in a file every week, containing videos of her living a long and happy life. And you are young to spend the rest of your days knowing that you can never hurt her again."

Grimlock smirked triumphantly at the look he was receiving from the mercenary; pure hatred. If he learned anything from Kickback at psychopath's it's that nothing gets under their skin more than knowing they can never torture their victims again.

Grimlock then stood up and walked over to the clone who had come over to see if Grimlock would do the deed. "I'll call SHIELD. They'll be able to hold her until her new home is ready."

"You should have killed her." X-23 said, coldly.

"Probably," agreed with Grimlock as he looked at her, while he shrunk down to his smaller size, "But doing so wouldn't make me any better than her, and that's my choice."

X-23 seemed to ponder those words as she and Grimlock started to walk away together. Suddenly a scream sounded from behind them, Grimlock turned to see Kimura, somehow on her feet again, charging at the pair with a knife in her hands.

On instinct, Grimlock pushed X-23 out of the way and caught Kimura's wrist. He used his other hand to grab the back her head and slam it against his own as hard as he could. There was a very distinct crack as the two skulls connected but Grimlock was only slightly dazed while Kimura was sent stumbling back completely stunned and unable to comprehend things.

Grimlock then heard a scream and saw X-23 lunging towards Kimura. At that moment, X-23's claws made contact with Kimura's cheek and sliced through the skin. The Mercenary cried out in pain as she fell to the ground, clutching her face.

At that moment everything stood still. X-23 was frozen in place as her eyes widened in shock. Her arm and claws were still outstretched, with a small stain of blood dripping from the tip. She'd done it. After years and years of torment and failure. She'd finally managed to injure Kimura. All the training in the world couldn't stop the small grin from spreading over the mutant's face as she watched the Evil Woman clutch her face in pain.

"Thank you, Grimlock." she whispered to the Dinobot who was standing beside her. Grimlock nodded and placed a hand on her shoulder while giving her a genuine nod.

* * *

 

**_Later_ **

It wasn't long before SHIELD arrived and apprehended all the villains present. Though they first had to get some body bags for the dead soldiers Grimlock behind. Kimura was put in handcuffs and escorted to a SHIELD truck, now sporting a fresh scar on her once beautiful flawless face. The scar ran up her right cheek and through her brow missing her eye.

Kimura remained silent as she looked at her feet while the truck was in motion. She mentally cursed the Clone and that robot dinosaur freak. He humiliated her and causes her to lose her prey.

"I'll find you," She vowed. "I'll find your family, your friends and I'll kill them all. Starting with that robot freak boyfriend of yours."

"Sorry to burst your bubble, sweet checks," The Agent sitting opposite her said, overhearing her mumbling, "But your little revenge deals gonna have to be delayed. By forever."

He and the other Agent then shared a laugh at the insult. Kimura said nothing as she was trying to focus. One thing she loved to boast about her powers is that she can make herself indestructible to all forms of attack. But what she didn't mention was that her powers could also go in the other direction. While it only works for one part of her body at a time, she was able to lower the density of her wrist to allow the handcuffs to slide right through them.

Kimura smirked as a sinister spark ignited in her eyes.

* * *

 

On a rooftop overlooking the warehouse, X-23 looked down as she watched the truck carrying away her most hated enemy away. Behind her, Grimlock was talking with Nova and Agent Danvers.

"Not calling for backup was incredibly risk and dangerous, Grimlock," stated Nova as he looked at the Dinobot, "But I'm honored to see you go out over your way to help this young woman."

"Yeah, yeah. I did help her," admitted Grimlock, he then looked over at the girl, "At least now Kimura can't hurt her anymore."

"She's resourceful, Grimlock. No matter how many times she's taken down. She always comes back." said X-23 as she entered the conversation.

"Well if she does, you'll have help to beat her." swore Carol as she stood beside Nova.

X-23's face remained neutral as her eyes continued to follow the truck until it turned the corner.

"What are you going to do now?" asked Grimlock, curiously.

"Weapon X has more Agents. They will never stop hunting me. I'll have to keep moving." She said glumly.

"You don't have to fight them alone," offered Grimlock causing the girl to look at him as the Dinobot approached her, "You have family and possibly friends in the X-Men, they can help you. If you let them."

X-23 looked away from him for a moment. "I don't think I could ever fit in with them. I've been alone for most of my life. Everyone I've ever met has died, either by Kimura's hands or mine."

"They let me in and I'm an alien Dinosaur robot," pointed out Grimlock, "And Kimura's out of the picture and you were able to break the control of the Trigger Scent."

"No, I didn't," X-23 stated, "The water from the sprinklers simply washed the scent off you. I had no control."

"Maybe that's what you think, but I still have faith in you." replied Grimlock.

For a second X-23 didn't say anything. She closed her eyes and took a deep breath as if she mimicked Grimlock. "Did you reall mean what you said? About trusting me?"

Grimlock took a step forward and placed a hand on her shoulder so he could turn her around and gave her a kind smile. "I do, X. You are likely one of the strongest people I've met since I woke up on this rock. And I don't normally say this a lot but I would trust you with my life." Grimlock then looked away as if he was trying to hide something, "and also because I kinda like you."

X-23 didn't say anything for a second till she walked up to Grimlock and turned him around and gave him a kiss on his lips. Nova and Carol were pretty surprised to see the act but their surprise was nothing compared to Grimlock's as he didn't know what to do but place his arms around her. The young girl then lets go of the Dinobot and began to lead him away.

"What was that and is that what humans do when they like each other?" asked Grimlock in a surprised tone.

"Yes, and for the record my name is Laura," said X-23 as she continued to lead the Dinobot away. Nova and Carol just stood watching as the new couple left. The Prime had a genuine smile on his face, seeing the Dinobot find someone to care about, not in the same way as Petra but still care about.

"I'm sorry but what just happened?" asked Carol, still recovering from her shock.

"Grimlock found a woman that he can relate to." answered Nova as he watched them go.

**_TO BE CONTINUED..._**


	17. The Man Who Stole Tomorrow

**_Chapter 17: The Man Who Stole Tomorrow_ **

**_Outer Orbit of Earth_ **

In the dark void of space, a small blue planet drifted in the orbit of its' glowing star. Accompanying it, a single moon, silently circling its' larger companion as if watching over the many inhabitants that walk across its' surface.

But the peaceful tranquility of the void was suddenly disturbed. A flash of light, tore through the darkness and from it, came a massive space ship. It was long in appearance, slightly resembling a broad sword. It was primarily a bluish/green color, with light green spots littered across it. The massive ship silently glided across the cosmic sea as it approached Earth.

Within the ship's bridge, several humanoid beings were busy working at their stations. They were primarily purple and wore futuristic armor that covered their bodies. Most of them wore helmet like devices on their heads that seemed unique to each individual.

On a platform above the working crew, stood one of the purple beings, who was gazing at the viewing screen as it displayed a series of data.

"Temporal transition is complete." The being reported. "Navigation, probes, and weapons are being calibrated. Cloaks are online. We are undetectable to current technology."

"What is the time?" A new voice asked. The source of the voice was a man, who had his back to the officer that was reporting to him. He suit was different from the others. His gloves, boots, belt, and helmet were purple. But he wore a green cloth-like shirt over his armor, with three green circles on his chest. His helmet covered most of his head but left his face visible, which was primarily blue in color, with markings around his eyes and mouth.

The officer looked back at the view screen and saw the stars being analyzed and marked, by the computer.

"Star charts are processing. The Chrono date is 0028241.423. Very early 21st century." He reported.

"Has the target been located?" The Blue-faced man asked.

"Yes, Lord Kang. In this era, the location is known as New York City."

Kang did not turn to look at the officer, his attentions was focused on something else. In front of the blue being, encased in a transparent force field, was a woman. She had dark skin, long flowing black hair, and flawless features; she wore a silver and blue dress and headgear. Her eyes were closed, as she appeared to be sleeping within the energy field.

Kang reached out and put his hand into the field trying to touch her, but he stopped just short of her face and retracted his hand. He gazed at his hand for a moment before clenching his fist in anger. Kang then turned to the viewing screen, his eyes narrowed.  _'If what he has told me is true. Then I will find him here.'_  He thought to himself.

"So it begins."

* * *

 

**_New York City, New York_ **

Nicholas Prince was just walking down the street to meet Carol for a date they had planned. While most New Yorkers saw the Prime walking by, they did not really pay that much attention, except for the kids who were constantly asking for autographs or a story about one of the Avenger's missions. Nick liked kids, don't get him wrong, but when the are constantly around is when it gets a bit old. So after explaining that he had an important meeting he needed to get to, they decided to leave the Prime alone.

Nick turned a corner to Carol's apartment building and entered the structure. When Nick and Carol first started dating, it was a little rocky with Carol spying on him and he letting Carol do her job so he could keep an eye on SHIELD and study their tactics, but they were getting together rather nicely. Nick would regularly go on dates with Carol every other week and just spend time with each other. Neither of them could really explain it but they just felt this connection with the other.

As Nick headed up the elevator, the transport stopping on Carol's floor, he got out and headed for her apartment. As he got to the door, he noticed it was open a slight crack and that music was coming from inside, but what really caught his attention was the voice singing along to the music. But it was absolutely beautiful for Nick... hearing the feminine voice sing.

Nick didn't say anything as he pushed the door open, the voice coming from the living room grew louder along with the sound of a radio. Walking quietly to the source, Nick stood just around a corner, letting the spectacle of Carol singing along to the radio unfold.

_She's got eyes of the bluest skies and if they thought of rain_

_I'd hate to look into those eyes and see an ounce of pain_

_Her hair reminds me of a warm place where as a child, I'd hide_

_And pray for the thunder and the rain to quietly pass me by_

_Ohhhhh-oh-oh-oh sweet child o' mine_

_Whoaaaaa-oh-oh-oh sweet love o' mine_

_Ohhhhh-oh-oh-oh sweet child o' mine_

_Whoaaaaa-oh-oh-oh sweet love o' mine_

Carol was swaying her body along with the song, using a hair brush as a microphone and in perfect tune and harmony with the song. Nick, in all that is good, would have never take Carol for a Guns N' Roses fan, or a rock kind of person at all. But if he was being honest; he was pleasantly surprised by this turn of events, learning this about his girlfriend. Carol Danvers-the no-nonsense, tightly disciplined and very serious Agent of SHIELD-had a voice more beautiful than any singing voice he had ever heard before; Nick was already loving the voice of Carol as is.

_Ohhhhh-oh-oh-oh sweet child o' mine_

_Whoaaaaa-oh-oh-oh sweet love o' mine_

Right then and there, after hearing her sing that last line, Nick came to the conclusion he never, for the life of him, wanted to go another day without hearing her sing at least once.

"I didn't know you could sing, Carol." said Nick.

"OhMIGOD!" shrieked Carol in fright, accidentally kicking the coffee behind her right at Nick. The Prime reacted instantly and grabbed the piece of furniture before it could hit him. She dropped the hair brush and dived for the radio and managed to turn it off, while also crushing it by accident. In flustered shock and surprise, Carol turned to face the Prime, her face beat red.

"What the hell, Nick?!"

"I'm sorry! I'm sorry! I should have knocked!" apologized Nick as he set the coffee table back down in its place.

"Why did you sneak up on me?!" demanded Carol as Nick straitghten himself out and fixed the table.

"I didn't plan on doing so," replied Nick defensively as he shuffled slightly where he was, "I came over to pick you up because we agreed to head out brunch, but then I heard you singing and the door was open. As, as I said earlier, I didn't know you could sing, you've never done it before." He then spotted the broken radio and scratched the back of his head, "I can get you a new radio if you like?"

Carol sighed as she looked down for a second before looking at Nick, "Okay, but don't do that again, especially when I'm-" she stopped all of a sudden, her blush returning slowly.

"When you're doing this?" asked Nick as he made his way over to Carol, taking her hand in his, "You really do have a beautiful singing voice, you know that? How come you don't sing more often?"

"Because I don't do it around other people," replied Carol as she sat down on her couch, "It's one of those things I don't like to share with other people, that I feel kind of embarrassed with sharing; not even Jess ever heard me sing."

"Really?" asked Nick as he sat down beside her, "Well why do you feel embarrassed? Carol, you sounded amazing when you were."

"I don't know, I just do; it's...it's just not something I feel comfortable letting other people know. I mean people see me as a soldier, someone who is always on her toes and ready for action and a no-nonsense person; that's my mask, and when I don't have on the mask...well, I sing."

Nick nodded, understanding where she was coming from, "You know you're not the only one with a sort of mask."

"Huh?" asked Carol, slightly confused, Nick sighed and decided to explain.

"Well, since you know that I'm a Prime, I have this huge responsibility, and that responsibility requires me to keep a level head, calm but ready to spring into action at a moments notice but also willing to use diplomacy when the situation calls for it. That's how everyone on Cybertron views a Prime, as a leader. Calm, collected, able to lead, and make the hardest of decisions. But then it just incredibly difficult to keep that up all the time, which is why I act so different from when I'm a human and when I'm Nova Prime."

Carol had never been able to fully predict Nick, he always had some sort of surprise for up his sleeve for her time and time again. So she found it very surprising to hear that he had a mask of his own, and also when he looked at her with a genuine and understanding smile on his face and in his eyes. She couldn't explain it, but she felt a little guilty and selfish for keeping this a secret from him but also curious to find out what sort of secret he was hiding under his metaphorically mask.

"It's okay, Carol," he picked up and placed a small kiss on her forehead, "How about you show me your talent when you feel ready. It takes time to share things and feel completely comfortable about it when sharings things like this. I'm willing to wait, you don't have to worry."

With that, Nick pulled Carol in for a hug, but for her, she felt terrible. She had been blessed with such a kind hearted and honest boyfriend who clearly cared deeply about her and how she was feeling and completely understood her and her anxieties. He was always honest, willing to make a compromise and sacrifices for her, and here she was, refusing to share her talent that her mother called "the voice of an angel" with him just because she didn't feel comfortable with sharing it, or didn't want to. Carol began to wonder, after everything Nick had done for her, risking the wrath of Fury by completely severing SHIELD's hold in Cybertronian matters, the wrath of the Avengers by defending her even when she had been lying to him (granted he knew the whole time, but still), and yet he never asked for anything in return, so didn't that mean he deserved something in return?

Nick then pulled out of the hug, "Come on, it's still early and there's a restaurant not far away that serves breakfast." with that, Nick stood up, holding Carol's hand, "And I will pay for the meal. Think of it as the down payment of getting you a new radio."

Carol looked down for a second, feeling a little worse before she looked, "Yeah, okay, just let me get dressed." as soon as she said that, Nick's communicator went off. Nick groaned while Carol scowled at the device as soon as the Prime took it out.

"This had better be good." stated Nick as he looked at the device. On the screen was Hawkeye.

 _"Nick, you need to get down to the mansion, right now."_ stated the archer with urgency. Nick's eyes narrowed before he nodded slowly.

"Alright, I'll be down there in a second." with that, Nick cut the call and turned to Carol with an apologetic look, "I'm really sorry about this Carol." said Nick, but Carol shook her head, holding up her hand.

"No, it's alright, you're an Avenger, after all. Can't really ignore an emergency when it comes." she said with a slightly disappointed chuckle as she looked at Nick with apologetic eyes as well.

"Um, how about later this week we go out for dinner, if that's good?" asked Nick as he looked at his girlfriend with sincerity, "A way to make up for missing our date."

"Okay." agreed Carol feeling slightly more guilty than she already was, "You had better get going." Nick nodded as he left for the door.

"See you later." said Nick in goodbye as he waved to her, Carol returned the wave as Nick closed the door and left. When he was gone, Carol sat down on the couch, resting her face in her hands as she wondered what she might do now that Nick found out that she could sing

Didn't she want to be able to share her voice with him?

* * *

 

**_Avengers Mansion_ **

Nick arrived back at the mansion in a slightly sour mood, heading to where Hawkeye said to meet him. The Archer was waiting by the Elevator to the sublevels of the mansion. Once Nick found Hawkeye, his first question was what the emergency was. Hawkeye's response was to tell him to follow him. After a quick elevator ride, the two were heading to the training center. There, Nick's patience had finally run out.

"Okay, Clint. What's the emegency?" demanded Nick as he saw the archer head to the observation platform.

"Stark's gonna fight Cap." replied Hawkeye as he sat down on the platform beside the Hulk who was the first one there. Nick looked at the archer incredulously before it turned into a rather frustrated frown.

"You lied to me into coming here to watch Stark get beaten up by Cap at the cost of my date with Carol." revised Nick as he folded his arms and glared in a frustrated way at the archer. Hawkeye seemed to do a double take before he looked off to the side seeing what Nick had said was true.

"Uh, yes?" answered Hawkeye in an unsure tone. Nick glared at him for a few more seconds before he walked over to lean against the wall while taking out his phone.

"At least it'll make a good fail video." muttered Nick under his breath. Hawkeye thought he was in the clear until "But you're telling Carol why I had to run out on our date." That caught his attention as he hung his head in shame, knowing that the girl will kick his ass for this.

But he quickly turned his attention back to the training room floor, where Steve was finishing an exercise on a pair of gymnastic rings and Iron Man was putting on Boxing gear.

Steve performed one last move on the rings, before dropping down to the floor. The area then shifted to that of a boxing ring, with four posts on each corner and ropes, fencing off the area. The Super Soldier then put on his own pair of boxing gloves and walked up to the Billionaire playboy.

"From what I've seen, you're fighting style is to tackle people or to blast them," He stated, "If I had to guess, I'd say that you've never been in an actual fight in your life."

"Well, I-I…" Tony hesitantly started to respond. But Steve interrupted him.

"Punch me."

"What? I'm not gonna-"

"Do it." The Super Soldier ordered, sternly.

Tony shrugged his shoulders at the odd request. But raised his fist and sent a right hook straighttot his opponent's face. The sound of fist on flesh, echoed through the vast room followed by the sound of a body hitting the floor. But it wasn't Steve who was knocked down, it was Tony.

Up on the viewing platform, the three heroes smirked and lightly chucked at the sight of the Armored Avengers getting his lights knocked out so easily.

Tony groaned as he shook the stars from his head and gazed up at the Super Soldier. "Ow, what just happened?"

Steve smirked as he held out his hand to the downed Genius. "Let's try that again."

Tony took the offered hand and allowed himself to be pulled to his feet. He wobbled slightly, apparently dazed. But that turned out to be a ruse as he quickly took another swing at the Super Soldier.

Once again, quicker than anyone could see, Steve blocked Tony's attack and sent the Billionaire flying across the ring, into the ropes on the far side. He then proceeded to bounce off the rope and land face first on the floor in a crumpled heap.

Upon the platform, Hulk and Hawkeye burst out laughing at the display while Nick only chuckled lightly as he continued to record the spar.

Down in the ring, Tony groggily pulled himself to his feet, holding onto the ropes as he did so. He then turned to see Steve in a boxing stance, ready to go another round. The Super Soldier hadn't even broken a sweat.

Tony narrowed his eyes as he charged forward, sending a right hook at the Super Soldiers face, followed by a left. Steve easily dodged the first strike but caught the second. Using Tony's own momentum, Steve then effortlessly sent his own fist back into his face, knocking him off his feet for a third time.

At this point, Hawkeye's and Hulk's laughter was so loud, it was likely it could be heard from street level.

Tony glanced up at the trio and then at Steve Rogers, his eyes narrowed. "My armor protects me, you know? It would have taken you down before you even touched me." He stubbornly stated. Ignoring the hand that Steve was offering him as he stood up. He then stomped away from the War Hero and started to remove his gloves. "And if the suit I was wearing couldn't handle you, I've got four more that could."

"You can't always count on your armor." Steve stated, slightly annoyed by the Billionaires attitude. "You have to be ready for anything."

"That's the whole point." Tony responded as he removed his headgear. "I'm working to know exactly what's coming. I'll know exactly what to be ready for."

From the platform, Nick shook his head. He remembered when he first became a Prime and thought that way. Constantly believing that he was the best for a while, constantly relying on his strength and weapons rather than his instincts and mind. While it was training and it did work sometimes, other times, it really, really didn't. And people could have gotten hurt if he still thought that way. It was a mistake that Nick vowed to never make. Which is also why he asked Steve, Clint, T'Challa, and Jazz to spar with him. In case there was a situation where his regular fighting style wouldn't be of much help, he had different styles of fighting to help him. After a few week of training, Nick had mastered a few combat techniques. He may be still on the same level as his trainers, he managed to learn several arts to give him an edge. It got to the point where that Cap had said that Nick could easily give him a run for his money without much difficulty.

Regardless, as Nick watched Tony and Steve argue, he couldn't but be reminded of some of the massive egos of previous Primes. Not true Primes since they were elected on Cybertron, and how they let their status go to their heads. Still, Nick knew Steve could knock a little sense into the billionaire. But just in case, he would go down there and provide some backup.

But he would do that after he sent the video of to all his friends and also explain to Carol why he was called down and it was Clint's fault. He would send it both to his friends in the Avengers and on other teams.

* * *

 

**_Baxter Building, New York City, New York_ **

Meanwhile across the city, in amongst the sea of skyscrapers, one building stood out among them. Something most people notice about it, is that the bottom half of the building, looked the same as any other building in the city. But the top half was white, with metal plating one the outside. On the top of the building, was a massive holographic projection of a giant number four. This was the Baxter Building, home and base of one of the worwell-knownell known group of heroes, the Fantastic Four.

Within the Building, Ant Man, Wasp and Thor, were currently escorting their latest arrest down the halls of the high tech skyscraper. The man looked like an Eskimo, with a long blue winter coat and pants, with white fur trimming around the hood. He wore white boots and wore a silver metal backpack, with two metal tubes that connected to his gloves. He wore a skull like mask with a respirator like device on the front.

As the Avengers walked the villain down the corridor, Thor stopped to look at a photo that was hanging on the wall. It showed a group of four individuals. One was a man, wearing a blue jumpsuit, along with black gloves and boots. A white number four symbol was on his chest. This was Reed Richards aka Mr. Fantastic, leader of the Fantastic Four.

Next to him was a woman, with short blonde hair and wearing a similar, yet feminine version of Mr. Fantastics' uniform. This was Sue Storm aka the Invisible Woman.

Standing next to her was a young man who was literally on fire, yet had a wild grin on his face. He was Johnny Storm, the Human Torch.

Finally, crouching in front of the team was a hulking man, who looked like he was literally made of stone. Unlike the other members of the team, he didn't wear a jumpsuit. Instead he wore a pair of blue pants with the four symbol on his belt buckle. He was Ben Grimm, the Thing.

Thor looked at the photo with a raised eyebrow. It was an odd group of individuals to say the least.

"These Fantastic Four as you call them, they are mortal heroes as well?" The Asgardian asked.

"Uh, they're more like explorers," Ant Man responded as they continued to walk down the hall, "I think Reed said they were heading off to the Earth's core today."

After a few more paces, the Eskimo villain grumbled. "This isn't fair. None of you could have taken me alone."

Wasp rolled her eyes at the villains' complaint. "Man, you are a whiner.

"You've been complaining ever since we caught you, Blizzard. Which was really easy, by the way." She said, with a taunting grin at that last statement to pour more salt on the wound. She'd always enjoyed taunting villains, but this guy made her laugh cause his suit and ice powers reminded her of Captain Cold, a villain from DC Comics. She'd even taken a photo of him and sent it to Nick with the tagline "#CaptainColdCosplay"

The Ice Villain known as Blizzard sulked a little more as they continued to walk. "Where are you taking me? What is this place?"

"It's, uh well, honestly I'm not sure. I haven't seen it yet." Wasp responded, as they entered a large room.

At the center was a solitary platform that looked like a large metal door. Large cables from the ceiling connected to the large device, with the number forty-two printed on the large doors. On each side of the door, stood two SHIELD Mandroids, who stood at attention as the Avengers and ice villain approached them.

"Well, Iron Man, Reed Richards, and I had a meeting after the breakout. We brainstormed ideas to make the world a better place. And with some inspiration from our interdomantional friend, we came up with 42." Ant Man said as he walked up to a terminal and swiped his Avengers ID card against the card slot. An image of Ant Man appeared on the screen, which then changed into a handprint, which Hank proceeded to place his hand against.

Thor, however, looked unimpressed by the structure. "Truthfully, friend Pym, I do not think this will hold anybody." He said, indicating how it was only a door in an empty space.

Suddenly the door opened, and the group was greeted by a swirling mass of energy. Ant-Man glanced back at the Prince of Thunder and smirked as he walked straight into the portal. The others hesitantly followed.

Once they emerged on the other side, everyone aside from Ant-Man, looked around in awe at their new surroundings. They were standing in a new corridor that was far more high tech and shinier.

Standing before the group, ready to meet them. Was a robot. It was humanoid in appearance and was primarily silver in color. It's head possessed two eyes and a mouth that remained open, both glowed blue. It had two antennas on each side of its' head.

"Greetings, Dr. Pym." The robot greeted in a cheerful, yet monotone voice.

"Good morning, Ultron 5," Hank replied with a smile, "We have a new guest for you. This is Blizzard, he's awaiting trail."

Blizzard looked a little uncomfortable when the robot, shifted its' attention to him.

"Greetings, Mr. Gill, aka Blizzard. May I call you Donald?" the robot known as Ultron asked in a polite manor.

"What? No." Blizzard stated, in a timid tone.

Just then Ultron raised its' right hand and a clear sphere of energy surrounded the Ice Villain. Then a circular section of the floor levitated off the ground, carrying the timid villain and preceded to float down the hall, lead by Ultron. Wasp and Thor looked at each other in confusion before following.

After walking for a few minutes, the group entered a large cylindrical chamber. In front of them was a bridge leading to the center, where a large glowing, lava lamp-like device was positioned, stretching the width of the chamber. The group could see, levels upon levels of platforms lining the perimeter of the chamber, each having a connecting bridge and each having a blue circle a few feet from each other, lining the walls of each platform. In front of each circle was and Ultron robot. From the looks of it, there could have been well over a thousand of the robots that stood at attention.

The shear size of the place made the size changing heroine and Thunder God look at it in awe. As the looked up, they could see a glass dome over the top of the chamber and they could see outside. Unfortunately, there was nothing to see out there but a dark void.

"Did I mention that I was really, really sorry?" Blizzard whimpered as he shook inside his energy bubble.

They then arrived at one of the blue circles, which upon closer inspection, revealed themselves to force fields acting as a door to each prison cell. Ultron then waved its' hand and deactivated the energy field and floated Blizzard inside the cell. It then simultaneously deactivated the bubble shield and activated the energy door, locking Blizzard inside.

"What realm be this?" Thor asked as he gazed up at the dark void above them.

Ant-Man smirked as he typed into a data pad, registering Blizzard as an inmate. "We went over this at the mansion, Thor, remember? The Negative Zone? It's a universe comprised completely of anti-matter.

By placing the super-villain prison in the Negative Zone, even if there is another mysterious breakout. There's nowhere to break out too."

Thor nodded, apparently understanding. He then gazed at the Ultron robots that lined the walls. "And what of these metal, uh, things? They are the jailers?"

"Yes," Hank replied, "Ultron is a robot that iron man and I designed together. I've been mass producing them since the breakout to act as wardens to 42."

As Hank explained, one of the Ultron guards approached the cell of the criminal Mandrill. "How are you feeling today, Jerome?" The Mechanical being asked, using the villains' real name. What it got in response was a series of growls, along with fist beating against the energy door, from the baboon-like criminal.

The Heroes watched as Ant-Man continued to explain. "Ultron can't be hurt, he can't be corrupted, and I've programmed them to help rehabilitate the prisoners. Pretty great, right?" He said with a confident smirk.

Instead of agreeing with him, Wasp simply looked around the area and took note of all the robots that lined each platform above and below them.

"That's a lot of Ultrons." She said.

* * *

 

**_Avengers Mansion_ **

Within the mansion, around the same time, Nick, Steve, and Tony were all down in the armory suiting up. While Nick didn't technically need to suit up, he found that wearing a uniform that reflected himself as a robot would help better identify himself as a hero. So he created a costume with the help of Janet. Wearing a white, silver, and gold armored suit. It had a medieval but also futuristic appearance, some Cybertronian symbols decorated the shoulders, legs, and arms while a large A was on both shoulders. The suit was made from a combination of Cybertronian alloy and Kevlar, making it immune to lasers, bullets, knives, and a bunch of other weapons. The helmet looked similar to his helm as a Cybertronian with the mouth guard already in place. And with the added white and gold cape, Nick looked like a sort of knight.

As Nick waited by the side for his teammates to suit up, he was reviewing all the messages he received from his friends who he sent the video too.

 _'So funny! Makes you think twice about going toe to toe with Captain America'_  said Jessica in her text.

 _'LOL Stark got rekt! XD.'_ Came Kitty's response.

 _'Man Stark sucks without his Armor."_ Bobby commented.

 _'Captain America was clearly holding back in this fight. Had he actually been trying, Stark wouldn't have recovered from that first blow."_ Said Laura's text.

 _'Should have known Stark would have gotten tossed around.'_ said Grimlock, yes Grimlock got a phone of his own, custom made by Stark so he could use it without crushing it.

 _'This just made my day, but Hawkeye and I are still gonna have a chat. Thanks, Nick. XXXX'_ came Carol's response.

Nick let a smile form from that last one. It occurred every time he and Carol texted each other. Every time he saw her name on the notification screen on his phone, his heart would skip a beat and he would immediately respond to her, no matter what he was doing. Unless he was in the middle of a fight, that would just be careless. But still, he considered himself lucky to have a girlfriend like her.

His musings were cut to an end when Tony emerged from his Armor's vault, fully suited up. The Iron Avenger proceeded to crack his neck to relieve any tension he had in his shoulders, grunting, as they were still sore.

"Well, I appreciate the lessons and the bruises, but the world has changed, Cap. Life moves faster now than ever, and it's only gonna get faster still. I'm wired into a worldwide network of computers and satellites. The goal is to see danger before it gets here. I'm getting ready for the future and working to get humanity there in one piece. You're still used to the old ways of doing things." He stated, continuing the argument from before.

"Proverb: They say those who forget history are doomed to repeat it." stated Nick, rolling his eyes at Stark's stubbornness.

Captain America nodded in agreement. "Exactly, if the old ways include training and preparation, then maybe you need to slow down a bit."

"Uh, slow, uh, down?" Iron Man said in a sarcastic tone, before opening his faceplate. "I hear you talking, but the words don't make sense."

"Sometimes the basics are the best idea, Tony," said Nick, "For instance, I've got more power than all of the Avengers put together inside my chest. But even then, I know it is always a good idea to learn skills that can help you in a situation."

Cap nodded in agreement and then returned his attention back to Iron Man. He placed a hand on the billionaire's armored shoulder. "No matter what year it is, some things never change."

As soon as he said that, an eerie light suddenly erupted from nowhere. Nick and Cap shielded their eyes while Iron Man closed his mask in order to filter out the intense light.

From the brightness, came a dark silhouette of unknown origin. As the dark figure approached the trio could see that the silhouette was a man, sitting in what appeared to be a futuristic floating chair.

"Greetings, avengers. I am Kang." The being said as he rose from his chair, as the light died down. At that point the trio could see that the being was a man with blue skin, wearing purple and green armor.

The being's eyes glowed menacingly as he glared at the heroes. The being then held out his right hand and a small green portal opened up just in front of the appendage. He then reached in and pulled out a futuristic rifle and primed the weapon.

"I have come from your future to deliver a message to Nove Prime." said Kang as he aimed the weapon at the teen Prime's head.

Nick narrowed his eyes as his body glowed blue. Who is this man? And why does he wish to kill him?

When Kang fired the rifle at Nick, the Prime expected to absorb the energy, but instead, he found himself flying back as pain struck him right in the center of his chest. The teen cried out as he smashed through a stone pillar and tumbled across the ground before righting himself. Before Kang could fire again, Captain America stepped in, placing himself between Nick and Kang just as the villain fired. The beam struck the shield at such a force that it sent both heroes flying off their feet and landed heavily on the ground.

Kang then fired a second beam to finish off the heroes, but Iron Man intercepted the beam with his energy shield. The Iron Avengers grunted as the power behind the beam was so powerful that his shield was quickly being pushed to its' limits. Iron Man put more power into the shield in order to hold up against the barrage.

"JARVIS, initiate mansion defenses!" He ordered.

In response, several missile turrets deployed from the ground and fired several explosives at the assailant. The projectiles sailed through the air and impacted against Kang, engulfing him within a fiery explosion.

Captain America was back on his feet in a second, Nick following right behind and turning into Nova Prime. He pressed a few keys on his right arm and the Prime's trailer came rolling towards him. The components of the trailer broke apart and locked onto the Prime.

"Hyper Mode!" shouted Nova as he took out his Decepticon Hunter and extended the long sword. The blade crackled with lightning and energy.

Once the smoke cleared, they saw Kang and his chair surrounded by a green force field, completely unharmed by the attack. The heroes eyes widened at the sight, not many being could stand up to a barrage like that.

The sound of machines moving was heard and Nova looked up to see several laser cannons deploy from the ceiling. The weapons then immediately opened fire, showering Kang in a fury of blue blaster bolts. But much like the missiles, the bolts just harmlessly bounced against Kang's shield. The Time Traveling Villain smirked from behind his defenses as he reached down and pushed a button on the console on the arm of his chair. The shield surrounding Kang then started to glow intensely and a burst of energy erupted from the chair and pulsed through the room, disabling all the defenses that were firing on him.

With the weapons no longer attacking him, Kang dropped his shield. He then aimed his blaster at the ceiling and fired a beam straight up. The moment it made contact with the roof, the beam divided into several separate beams that spread out and destroyed all the weapons that were deployed to attack him.

Iron Man looked around at the destruction, then he looked at Kang as he dismounted his chair and holstered his rifle on his back. Iron Mans' eyes narrowed. It was one thing to destroy his tech; it was another thing to make his tech look obsolete. No one outdoes his tech and gets away with it.

"I don't care who you are, this ends now." The Iron Avenger angrily stated as he fired a repulsor at the High Tech Villain.

But to his surprise, the Villain disappeared from sight, with the beam impacting against the shield of Kang's chair instead. Iron Man scanned the area for any sign of the attacker. Iron Man then turned around only to see Kang standing right next to him. The Villain then grabbed Iron Man by the neck and proceeded to lift him off the ground with little effort.

"Okay, now I care who are." Iron Man said in a surprised tone.

Kang smirked as he eyed the Armored Avenger. "You're armor is amusing. Primitive, but amusing."

As he stood there admiring/insulting Tony's suit, Cap and Nova took the small advantage of Kang's distraction. Cap threw his shield with all his might while Nova fired a massive beam of lightning at the villain.

Without even looking, Kang held out his finger and froze the shield in the air while the beam of lightning froze right where it was. Electricity crackling in a straight line. Both heroes adopted a look of shock at the villain's display of power.

"Now, where were we?" Kang said as he glanced at the heroes, smiling evilly.

* * *

 

Back in the Negative Zone, Wasp, Thor, and Ant-Man were all interrupted from their conversation when their ID cards started beeping. The heroes pulled out the cards to see that the call to assemble had been sounded.

"I think we should get back to earth. Right now." Ant-Man said in a worried tone. Before all three of them ran back to the portal.

* * *

 

Within the mansion, Kang looked at the rotating shield and beam of lightning floating before him. He then pointed his finger at the shield and twirled his fingers counter-clockwise, causing the shield to spin in the same direction. The shield started to spin faster until Kang thrust his hand forward and the shield and beam went right back to their respective owners.

Captain America, moved to catch his shield. But the force of the impact sent him flying into one of the cement columns. Nova meanwhile, dove to the side, whipping out his rifle and firing a bolt at Kang. The bolt struck the villain, causing him to release/throw Iron Man into a second column.

The villain frowned as his quarry managed to get a hit in but did not let it deter him as he took his rifle and fired at the Prime. Nova dove to the side before sprinting around a few columns.

As Kang was distracted, Iron Man groggily got into a sitting position. He was surprised by how powerful this Kang person was. His tech and equipment were unlike any he'd seen before. Lucky for him, Tony specialized his advanced tech, having invented most of it himself.

"JARVIS, give me a full analysis of Kang's armor and weapons." Tony commanded. His HUD lit up as the armor scanned Kang's suit. However, to his shock, a flashing red 'Error' sign appeared on his display.

 _"Unable to analyze. The alloys are impenetrable by armor systems."_  JARVIS responded.

Tonys' eyes widened in shock. "What? What about his chair?" He asked as he turned the scanner to the floating furniture. However, the result was the same.

 _"Error. No matching technology on file."_  The A.I sated.  _"Extrapolating. Error. Unable to comprehend given current level of technology."_

Iron Man couldn't believe what he was hearing. His armor could analyze any technology that was currently in existence. The only way his systems couldn't analyze the tech is only if...if it hasn't been invented yet.

Back with Kang, the High Tech Villain stood in place as he continued to fire at Nova Prime who was sprinting around the villain, returning fire with his respective rifle. Suddenly, the Prime shot the ground beneath him and he was cloaked in a large cloud of smoke.

However, Kang stood motionless as surveyed the room. Suddenly from behind him, through the smoke that had also managed to cloak him, a large fist came. Kang narrowed his eyes as he turned in a swift 180-degree motion and pressed a button on his belt.

Immediately, a large circular shield appeared a few inches in front of his face as Nova's white and gold fingered fist struck it. The Prime was soon revealed as the smoke now cleared. Nova gritted his teeth behind his battle mask and pulled his fist away to throw his other, meeting another circular shield. Every time he threw either a kick or punch, he was met by a small shield.

"Who are you?" demanded Nova through clenched denta as he continued to attack, "Why are you attacking the Avengers?"

Kang merely looked amused as he watched the Prime's futile attempts to fight him. "Oh, not the Avengers, Nova. You." He stated.

The answer caused Nova to cease his attacks, allowing Kang to continue.

"As for your questions, I am Kang the conqueror. I have come from the 41st century, traveling to this backwater time period for one simple reason. To eliminate you from the timeline."

Nova narrowed his eyes, he then saw Kang press a button on his belt but reacted too slow. The circle at the center of Kang's chest began to glow and he then fired a powerful wave of energy from his chest that blasted the Prime off his pedes. Iron Man was able to keep the Prime from hitting the ground by using his thrusters to steady him while Captain America took up a defensive stance in front of him. With Nova steaded, Iron Man flew around to join Cap.

"JARVIS, full power to uni-beam!" He commanded, before unleashing a massive beam of energy from his chest repulsor. The beam tore through the air towards Kang. However Kang simply raised another shield and the powerful beam bounced harmlessly off it.

Needless to say, Tony was speechless. "That's not possible." He all but gasped.

"Stay focused." ordered Captain America as he and Nova edged to the villain. Cap flanking left, Iron Man flanking right and Nova sprinting up the center.

"Kang, you say you're from the future, why would you want to take out Nick?" Iron Man demanded.

Kang stood for a moment and gave the heroes a cold hard look.

"To save the world."

Those words were enough to stop the heroes and Prime in their place. Save the world? How could killing Nick save the planet?"

Iron Man and Captain America both glanced at their human-Cybertronian ally, to see a tiny look of shock and fear on his faceplate. Both heroes knew well enough that Nick was absolutely shocked to hear this on the inside.

However, before anyone could ask what Kang meant by that. The Time Traveler heard the sound of heavy breathing, coming from behind him. The Conquerors' looked up only to come face to face with a very angry Hulk.

The Green Giant roared as he tossed Kang straight through several walls until he came hurtling into the training room. The Time Traveler rolled across the floor a few times before slamming into the far wall. Kang groaned as he lifted his head, only to see a trick arrow, Vibranium dagger, and a nunchuck pointed right at his face. The owners of said weapons glared down at the intruder.

"Now, this is just some friendly advice, I'd stay down if I were you." Hawkeye quipped with his signature smirk.

"I'd listen to the man with the bow." agreed Jazz as his visor with shifted down.

Kang snarled as the top of his helmet glowed, before releasing a powerful wave of energy, blasting Hawkeye, Jazz, and Black Panther away from him. However as soon as he got to his feet, Kang saw Hulk running from the hole he'd just thrown Kang through and charged at the Future Villain.

In response, Kang activated his energy shield to protect himself. Hulk rammed the shield with his shoulder and the shield appeared to hold strong. However, Kangs confidence faded quickly, when Hulk slammed his fist into the shield and the energy field collapsed from the immense strength of the Jade Giant. Kang took a tentative step back in shock, but Hulk swiftly grabbed him by the shoulders with his massive hands and lifted Kang of the ground. Hulk growled as it looked like the Gamma Hero was about to crush the villain there and then.

But before he could, Iron Man called out. "Hulk, wait! We need answers!" The Iron Avenger explained, as he, Captain America and Nick, back in his human form, entered the room. Hulk growled as he loosened his grip, but still help Kang in place.

Satisfied, Iron Man turned his attention to the Time Traveler. "What did you mean by 'save the world,' Kang?"

"In my time, I rule all." Kang explained from his position in Hulk's grip. "But a disruption in the space-time continuum destroyed my reality, wiping everything from existence. I traced the cause of the disruption to an anomaly in the time stream. Something that should not have existed in this Timeline. Nova Prime, alias Nicholas Prince."

The expression of everyone in the room varied with a mix of surprise, disbelief and, shock. They all locked at Nick, and a few of them had to give the teen points for composure because he was currently holding himself together quite well, despite hearing he could have destroyed the future. But on the inside, Nick was having a panic attack. Granted, Nick knew he was a stranger in Earth with his new powers, responsibilities, and past and he knew how simple actions in the past can affect the time stream in numerous ways. But he never thought that his mere presence on Earth could cause an entire timeline to be erased.

Suddenly, Kang opened his hands and several small green orbs fired from his figure tips and struck each hero in the room. The heroes were so distracted from Kang's news that they failed to react in time to avoid the surprise attack as the orbs struck them, sending a wave of green electricity causing through their bodies. The heroes screamed in pain as they each dropped to the floor, Nick kneeling, Hulk included as he dropped Kang to the floor.

The Conqueror calmly walked towards the kneeling for of Nick as the Prime groaned in agony. Kang stood over the Prime, eyes glowing with power as he drew his rifle and took aim at Nick.

"Your actions in this era have destroyed my empire, Boy. Ending your life is the first step in restoring it." He said in cold determination.

However before the Time Traveler could pull the trigger, a hammer shot forth and slammed into Kang's gut, sending the villain flying across the room. Kang slammed into the wall with enough force to leave a crater. However, once the dust cleared, the Avengers saw that Kang looked more annoyed than injured, as he floated calmly back to the ground.

The hammer then flew past the Time Traveler and returned to awaiting hand of its' owner. The Mighty Thor, accompanied by Wasp and Giant Man.

"You wish to end a life, villain? Then try ours." The Asgardian challenged.

"Yeah," Wasp agreed in determination. However, she was so invested in the fight, it took her brain a few seconds to realize what she just agreed to. "Wait, what?"

Kang glared at the heroes as he raised his hand and made a come-at-me motion. Suddenly a series of blaster bolts fired from the hole in the training room, causing the Avengers to scatter as Kang's Time Chair hovered through the opening, firing laser bolts as it went. The chair then flew to its master, who quickly climbed onto it.

In response Wasp flew towards the Time Traveler, firing stingers as she did. But the chairs shield once again blocked the attacks as Kang flew around to avoid her. But it turns out, her attack was merely a distraction to allow the Avengers to unite together to face off against the enemy.

"Give it up, Kang." Iron Man announced as he descended down in front of the team.

"Kang does not give up, primitive." Kang stated as he typed a few keys on his chair causing it to start glowing. "If you insist on fighting for Prince's life, then I will show you fools exactly what you are fighting for." He declared.

The Avengers all charged at the Time Villian, Nick transformed back into Nova as he ran. But as soon as he was done, the blinding light from Kang's Chair engulfed him along with the rest of the Avengers.

* * *

 

Once the spots from their eyes cleared, the Avengers found themselves in unfamiliar surroundings. What they first noticed was the ruins of tall skyscrapers around them; rubble was littered throughout the area and fires ranged far and wide. Above them, where the Sun was supposed to be, the saw a large flaming red ball that looked like a blazing hoop coming off it.

But their eyes widened when they saw what was in front of them. A half-melted statue of the Globe statue that is usually outside the UN building in New York. If that was here. Then that means they were standing in the remains of New York. The ruins of their home.

"No," Iron Man gasped, while Giant-Man shrunk down, Cap's face hardened, Jazz's visor flipped while the Autobot shook his head, Wasp covered her mouth with her hands, Hulk looked angry (well, angrier), Black Panther remained neutral, Hawkeye narrowed his eyes, and Nova bowed his head sadly while he fell to his knees. Was this...Did he...?

The Avengers attention was then captured, when Kang appeared before them in a flash of light. "This is what Nova Prime's presence in your time has caused." He explained as he glared at the Prime.

"This is all his fault."

Nova may be new at this, but never for his life, would have guessed he would have to see such wanton and destruction. Granted, as a Prime, he would have to endure things like this but never on such a scale. He wished he could be at the mercy of Unicron, knowing he had none and tortured for eons instead of this because compared to what was around him, it was a light shove.

 _"Nicholas, you did not cause this."_  stated Vector Prime.

 _"How can you be certain?!"_ snapped Nova,  _"You said so yourself the future is not set in stone so how do you know that I couldn't have caused any of this?!"_  Nova then began to shrink down till he was human size again. Behind his mask, some tears were rolling down his cheeks, could he have really caused the deaths of an entire race?

"Where have you taken us, Kang?" Iron Man snarled.

"Not where, Avenger, when," Kang corrected, "You stand in your New York City, just 10 years from your present day."

Hawkeye gritted his teeth as he aimed an arrow at the Conqueror. "You did this!" he snarled, while the threat was aimed at Kang, Nick felt as though that arrow was aimed at his own heart.

Kang leaned back in his chair. "You are not listening, archer. I am not responsible for destroying your world. Nicholas Prince is."

Every time Kang said his name, Nick felt as though he was punched in the gut by Hulk. Wasp saw how distraught Nick was and flew down to him, returning to her full size and pulling Nick into a hug while kneeling beside him.

At that moment Iron Man stood forward. "Everyone just. Just wait. JARVIS, connect to the Stark Industries' network." He commanded the A.I.

 _"Network not found."_  JARVIS responded.

"Try SHIELD. Try everything." Tony requested, panic starting to move into his voice.

_"Error. No networks found."_

Iron Man then dropped his arms as he looked at Nick; who's eyes were full of fear as if he already knew what the Armored Avenger was about to say.

"There's nothing out there. There's no one left."

"Of course not." Kang stated as he gestured to the surroundings. "You see, very soon in your timeline, the Earth will be consumed in a war. Earth's sun will be a casualty in that war, along with all life on the planet."

"What kind of war could do that?" asked Wasp, though she immediately regretted it when she felt Nick tremble for a second as a look of horror crossed his face.

"A war between two alien empires, the Kree and the Skrulls." Kang continued. "But in the end, it was Nicholas Prince that was truly responsible."

Nick just shut his eyes as he took sharp breaths, trying to make coherent thoughts. A cold sharp pain stabbed into his heart as his entire body shook like an earthquake, his eyes stung as more tears threatened to escape from them. He leaned to Janet, while the woman held Nick. In his mind, three words echoed, drowning out the words of the other Primes and his father.

_'All my fault.'_

He couldn't bear to look at the others. No doubt they were glaring at him with different levels of hatred and disgust. After all, that's how he'd look at himself, now that he knew he was responsible for Armageddon.

"Nay!" Thor denied. "You lie, conqueror. No one man could be responsible for such destruction, least of all Nicholas."

"Not knowingly," Kang clarified, "But Nicholas Prince should not exist in your time. He should not have lived. I am here to correct this."

"Let me get this straight." Hawkeye spoke up. "Handing over Nick to you is gonna save the world?"

However before Kang could respond, Hulk stood forward, his eyes burning with rage. This person was trying to kill his friend, that's more than enough of a reason to smash him.

"Stupid future man!" The Green Giant roared as he leaped towards Kang with both fists raised.

In response, Kang raised an energy shield to block the Hulk's strikes. Though it appears that Kang learned from his last encounter with Hulk, as the Green Giant was suddenly electrocuted by a massive energy surge until he was blasted back across the burning field into a pile of rubble on the far side.

"It may." Kang continued to explain. "I came to eliminate Nicholas Prince. But just to be sure, I am going to advance the planet's technology in your time. I will ready your military and prepare for the coming war. Earth will be able to repulse the alien forces."

"And how do you plan to accomplish all this?"Ant-Mann asked.

"By conquering your world." Kang simply responded, sending a chill up the Avenger's spines. "I tell you as a courtesy. This is going to happen. Hand over Nicholas Prince, stay out of my way or face my wrath."

The team looked at each other. Were they really considering handing Nick over to this guy? In any other case, they would have flat out refused and just wailed on the guy. But they've seen what the future has in store for them. Was the fate of the world really worth one life?

For Nick, there was no question about he would choose. No way on Earth would lose another family.

"Very well," said Nick, pulling himself out of Janet's hold and standing up, "I will go with you."

His teammates looked at the teen hero with wide eyes. Wasp immediately ran in front of him to look him in the eyes.

"Nick, no. We'll figure this out. We'll find a better way." she begged.

"There is no other way, Janet," Nick responded in an emotionless tone. "If I really am responsible for all this, then there not discussion. I have to surrender. There's too much at stake."

At that moment, Captain America turned to Iron Man. "What do you think, Tony? You're the futurist, after all."

Hearing what the Super Soldier said, Wasp looked over to the Avengers Leader.

"Tony, you can't possibly-" She began to say before Tony cut her off.

"We know the Kree are coming. We already met them. Kang's got technology more advanced than anything I ever dreamed of. He could be the world's only hope." Iron Man said, causing Kang to grin. Suddenly Iron Mans eyes began to glow.

"But he's being a real jerk about it. And besides, Cybertronains have tech that's just as advanced. Avengers, take him!" ordered Iron Man.

"It's on like Cybertron!" shouted Jazz as his visor folded down and he deployed his Sonic Disruptors and Nunchucks.

Nick's eyes widened in shock as the Avengers sprang forward, putting themselves between him and Kang. Iron Man fired a repulsor ray, Captain America threw his shield, Thor tossed his hammer, Wasp fired her stingers, Hawkeye fired an explosive arrow, Black Panther threw Vibranium Daggers, Jazz fired his Sonic Disruptors, and Hulk threw a large boulder. The attacks all impacted on Kang, creating a large explosion.

But once the dust cleared, it revealed Kang safely inside his energy shield. A look of disappointment was on the Conqueror's face as he typed a few keys into his chair.

"I hope you enjoy the rest of your days on this dead earth for this is where I'm leaving you." He stated as he prepared to time travel.

However before the Conqueror could make the jump, he was suddenly swarmed by a hoard of cockroaches. The tiny insects crawling all over the Time Travelers equipment caused the circuits to short out, temporarily disabling it.

Wasp looked on in amazement, before turning to Ant-Man, who's hand was on his helmet as he commanded the insect swarm.

"Okay, I'm impressed."

"I sensed them the second we got here,"Ant-Mann explained, "Cockroaches can survive anything."

"Stop, all of you!" shouted Nick as he stood in front of the group. "Don't you understand? If I stay, the word will cease to exist."

In response, Hawkeye just scoffed. "Please, we've faced worse odds than this."

"Yeah, if you really think we're just gonna hand you over, just like that. Then you don't know us at all." Jazz added.

Black Panther then stood forward. "You once said, that Avengers look out for each other. How can we expect to call ourselves Avengers, if we would turn our backs on one of our own?"

"You and I made a promise that we would never stop fighting the good fight. And I'm not about to let you go back on your word." Captain America added.

Hulk grunted as he smirked at the Teen.

"Face it, Nick," said Iron Man as he placed a hand on the Prime's shoulder, "we're not giving up on you. And neither are the Primes in your head. If you go down, we're going with you."

 _"And like I said, the future is not set in stone,"_ pointed out Vector Prime,  _"Now that you know what 'may' happen, you can work to prevent such an occurrence. The future is your's to forge."_

Nick was absolutely shocked to hear all of this. He couldn't believe they were willing to sacrifice everything for him. But as he thought about everything they've been through together, he knew they were right. Just because Kang said it was the easiest way, doesn't mean it was the only way.

The Prime then nodded as he looked at his team, his family with newly uncovered determination. "Kang!" shouted, Nick as he turned around the conqueror, "You want me so badly?" With that, Nick transformed into Nova Prime and used his Decepticon Hunter to create a large hammer. "Come get some."

Raising his hammer, Nova jumped into the air with the aid of his thrusters and slammed the weapon down into the ground, creating a shockwave towards the roach covered Time Traveler. The collision caused Kang to be thrown from his chair and into the air.

However the Conqueror simply floated down to the ground and found himself surrounded by the Avengers, but he simply stood there calmly, as if the heroes posed no threat to him.

Hawkeye drew two arrows from his quiver and fired them at Kang. The Time Traveler simply held out his hand and the two projectiles froze in midair. Iron Man then fired a missile from his armor, but Kang simply waved his hand and the projectile changed course and flew directly to Captain America. The Super Soldier raised his shield to protect himself as the explosive impacted against it, causing him to slide back a few feet.

Iron Man, get to the chair. That's our ticket home." Captain America ordered.

Iron Man looked at the Super Soldier in confusion. "What? But I can't…"

"You're the only one who can." Cap interrupted as he blocked a green energy beam from Kang.

"Get your butt on that stupid chair, man!" shouted Jazz as he fired a wave from his disruptors at Kang.

Hulk roared as he leaped at the Conqueror with his fists raised. In response, Kang pressed a button on his belt and a domed energy net appeared. Hulk slammed his fists into the net, but the energy construct, bent from the impact, absorbing the power from Hulks attack, then it pushed back with equal force, sending the Green Giant flying like he'd just hit rubber.

Nova tried to attack the net as well with his hammer, flying down as fast as he could. However, the Prime was also met with a similar result and was sent flying, carving a large trench in the ground as he did. The sound of Thunder ripped though the sky as Thor descended from the heavens, Mjolnir crackling with lightning as he slammed the mighty hammer against Kang's defenses. The Energy net, shock from the impact as a shockwave erupted from the impact, causing everyone to become unsteady on their feet.

Meanwhile, Iron Man had flown over and sat in Kang's Time Chair. He then activated the manual interface in his armor and plugged into the chair, this started to run his programs to try and hack the technology.

At the same time, Kang was proving to be a much superior foe as he shot the Avengers away. Wasp flew down and fired a powerful blast from her stingers, but had no effect on Kang's shields. The Conqueror sent a small bolt of energy at her, knocking the heroine away. As soon as he did, Jazz jumped in and blasted Kang with his Sonic Disruptors. Kang was barely fazed as he also shot the Autobot.

He then deactivated his shield and held up his hand to stop an incoming boulder from hitting him. He looked to see Hulk holding another boulder then proceeding to toss it right at him. Kang then sent the first boulder flying into the second one, smashing them both to pebbles.

"You really hope to defeat me by throwing rocks at me, you mindless monster?" Kang insulted the Green Giant.

Hulk smirked in response. "It's called a distraction, smart guy."

Too late to realize what the Hulk meant, Black Panther pounced at the Time Villain raking his claws across his back, leaving an X-shaped slash on his suit. Panther then back flipped away to allow Jazz to get in close and smash Kang in the face with his nunchucks. The villain hissed in pain from both surprise attacks, then he faced both heroes, rage burning in his eyes.

"I think we just made him mad." said Jazz, not really caring if he was going to die. At this point his miniature goal was to insult the villain as much as possible before he croaked. Kang then fired a beam of energy from his palm that hit Jazz and Black Panther directly in their chest, knocking them away. He then activated his net shield to block Nova who tried to attack again with his hammer and sent the Prime flying back.

Back with Iron Man, the billionaire was having difficulty with the Time Chair. It quickly became clear to the Armored Avenger that this technology was beyond anything he'd ever invented.

 _"Unable to analyze. Error."_  JARVIS said as Iron Man continued to search for a weakness in Kang's defenses.

Tony groaned. "Argh, come on! This isn't magic. It's technology. There has to be logic to it."

Back in the fight, Thor descended towards the Time Villain with his hammer raised to its zenith. "Yield!" The Thunderer cried out as he slammed his weapon against Kang's shield. The blow however, proved ineffective as the shield stood strong despite the Asgardians vast strength.

However, Kang noticed out of the corner of his eye, Iron Man attempting to take control of his chair. His eyes narrowed as he glared daggers at the Armored Hero.

"You dare?" Kang hissed as he pushed Thor away from his shield before deactivating it.

He then started to march towards the Armored Avenger, however, he paused when he noticed a shadow looming over him. Kang looked up to see Giant Man, towering above him with his right fist raised. Kang, however, was unimpressed as he simply raised his hand and telekinetically lifted Giant Man off the ground and tossed him away like he was nothing.

Hawkeye then reached into his quiver and pulled out an arrow. But this one looked different that his usual arrowheads, as it had a blue glowing tip. The Archer then fired the arrow straight into the air, as it reached its maximum altitude, gravity took over and it turned down and headed straight for Kang. Suddenly during its descent, the arrow head glowed bright blue and broke open and hundreds of explosive arrow suddenly launched out from the original arrow, having been previously been shrunk down to fit inside the arrowhead. This was Hawkeyes new Pym Particle arrow, the archer made it with some less than willing assistance from Hank Pym. Now seemed like a good a time as any to use it.

The arrows rained down on their target, exploding upon impact as Kang was enveloped by the arrow storm. However once the smoke cleared, Hawkeye saw that, while the arrows had made an impressive sized crater with their bombardment, Kang was completely unharmed and was floating at ground level. The Master of Time, walked casually on the air as he returned to solid ground. Kang then waved his hand and sent Hawkeye flying off his feet.

Hulk then tried once more to crush the villain with his fists, but Kang simply fired a beam from his helmet, strong enough to send Hulk flying into one of the remaining skyscrapers, resulting in the buildings collapse as it buried the Jade Giant.

Kang continued to stroll at a leisurely pace towards Iron Man when Black Panther ran up behind him and tried to tackle him to the ground. However, Kang simply caught the Wakandan King with his telekinesis and raised him several feet into the air. Jazz also attacked but was thrown aside by the same telekinesis from Kang

At that moment Wasp took her chance while Kang was focused on Panther and fired another stinger bolt at the Master of Time. But Kang saw the attack coming and positioned Black Panther in the path of the bolt so he would get hit instead. Kang then tossed the cat themed hero away and shot Wasp out of the air with and energy blast.

Kang then refocused his attention on Captain America and Nova Prime, who were all that stood between him and Iron Man. Kang blasted the heroes with green energy from the palms of his hand. The Super Soldier and Prime blocked the attack with their shield and sword respectively.

"We're running out of time, Tony." Captain America yelled as the beam eventually knocked him off his feet. Leaving Nova the last one standing.

The Prime tried to think of a strategy. What stood out most to him was that Kang relied heavily on his technology, but the trick was to get past his shield. Not to mention he seemed to have a gadget to counter practically everything the Avengers threw at him. He mentally cursed that Kang was using energy that he couldn't absorb because he would have done just that. Then it hit him, Kang never mentioned anything about Energon, and in its natural state, it did not react well at all with technology. But he wasn't sure of that either, Kang would likely have countermeasures for that as well. What could anyone possibly do against someone who's mastered time travel?

As soon as Nova thought that, Vector Prime cleared his throat. Nova's eyes widened. Time. There was his opening. For Kang, time was always his ally, but now, it would become his enemy.

 _"Vector, I have a big favor to ask."_ Nick asked as he assumed his human form, his armor minorly damaged and scratched but Nick was still standing.

 _"I see where you are going with this, and I will allow it, just this once."_ agreed Vector Prime. Nick then brought his hands together. In the small space between them, a small golden orb appeared. Kang saw the small orb and only narrowed his eyes.

"Resistance is futile, boy. I will conquer this timeline. I will do whatever is necessary to protect the Earth." stated Kang as he charged the orb in the center of his chest, "And no one will stand in my way."

"Then go ahead," stated Nick as the orb was now the size of a basketball, "Make my day."

Kang then fired a massive beam at Nick. The other Avengers saw Nick standing in the way of the beam. Wasp being the first to cry out to Nick.

"Nick! Move!" screamed the heroine as she tried in vain to somehow stop the beam. However, any fear instantly turned to shock as Nick held the golden orb out in front of him. The beam connected with the orb and was instantly dispersed. Everyone present, Kang included, adopted a look of shock at the teen who stopped a full powered blast with nothing more than a small orb.

"What trickery is this?!" demanded Kang as his fists shook with rage. Nick only smirked behind his mask.

"No trick, Kang, just your downfall." clarified Nick as he reached into the orb. Retracting his hand, in it was a massive sword, nearly seven feet long and two feet wide at the hand guard becoming narrow at the tip with a width of only one foot. The entire blade was bathed in jade energy. There were some markings at the tip and near the hand guard. At the center of the guard was a glowing sapphire.

The Prime swung the sword around before he pointed the tip right at Kang, a wide jade beam erupted from the tip fo the blade. Like before, Kang activated his shield to block the attack. However, this beam was different from the previous attacks. Instead of impacting against the shield, it washed over it like a rock in a river. Once the beam stopped, Kang's eyes widened when his shield suddenly started to flicker, then fall completely.

The Conqueror looked down and his belt to see what was wrong and to his shock, he saw the belt was now covered in rust, with loose wires poking out like the device had just been aged decades.

"What? How?" Kang demanded at the sight of his belt's state.

"Like you, my ancestor Vector Prime had powers over time," stated Nova as he marched towards the Conqueror, "But as advanced as your technology is, even it will fall to the ravages of time."

Nick swung his sword in a wide arc, a massive wave of jade energy plowed toward Kang. He raised his arms to vainly block the blast, but the wave of time washed over him. Nick had one goal in mind: beat Kang. But he didn't need to kill Kang, just to beat him, no he needed to take away his fancy toys in order to do that. And to do that, he focused the wave of energy to only target Kang's tech, not the Conqueror.

As soon as the wave washed passed Kang, its effect was instantaneous. Kang then looked at himself and saw that his armor had now faded in color with rust covering several areas of the suit, the cloth on his suit was now torn and tattered in several places and the lights flickered on and off like it was on its last legs.

"This. Is not possible. I am the Master of Time. I have conquered countless worlds."

"You may be the master of time, but only in your own lifetime," stated Nick his face showing no emotion as he marched to Kang, "My ancestor, Vector Prime has existed for eons, safeguarding the flow of time and space. And while I may lose fighting for the weak, you will never win because you only fight for yourself. You may be the master of time. But my ancestry is its guardian right from the very beginning."

With that, Nick slugged Kang in the face, his helmet nearly shattered from the impact. The Conqueror was knocked down to the ground.

Meanwhile, Iron Man was still furiously typing at the Time Chair. He was so focused that he didn't even notice Kang's beat down at Nick's hand.

"Come on, come on." Tony groaned as he looked through the data wall of Kang's technology looking for a way in. Only now starting to think it was impossible. "I don't understand. I can't do it. There's just no way to…"

He stopped when he saw a particular set of code appear in front of him. "JARVIS, stop! Connect to port 290926 now.

The moment the connection was made, the chair was surrounded by an aura of time energy. Iron Man had finally gained control of the Time Chair.

"No!" Kang yelled as he saw his chair now in a primitives hand.

"A very smart man told me once that those who forget the past are doomed to repeat it." Iron Man explained to the Time Master. "Your tech is incredibly advanced, Kang, but some of its physical systems are based on very, very old technology. Stark Industries technology."

Kang's eyes widened as he realized his blunder. Iron Man smirked under his helmet and sat tall in the Time Chair.

"Activate time circuits, now." He commanded.

On his command, each of the Avengers, including Kang, disappeared in a flash of light. Once their vision cleared, everyone could see they were back in the Avengers training room, apparently at the exact moment they left.

Kang grunted as he glared at the Iron Avenger. "You will pay for this." He snarled. The Conqueror then charged straight at the Billionaire, however with his system now under Iron Mans control, Kang slammed right into his own shield and was shocked by his own technology. He was then blasted across the room and landed in a heap, his ancient armor, sparking in several areas.

"This is not over." He hissed, glaring at the Avengers.

Iron Man stood up from his chair and stood alongside Captain America as the Avengers surrounded him.

"Cap and I don't agree on a lot, but on this we do. It's over." Tony said as he deployed a laser cannon from his armors forearm.

Kang looked around the group, his eyes eventually landed on Nick and his eyes burned with pure hatred.

"I hope you are happy with yourself. I could have saved the earth from the catastrophe you would have caused. But now my empire, along with the billions of lives from my time, will be wiped from existence. And It's all because of you." He spat at the teen hero. He then touched a button on his barely functioning belt.

"Damocles, recall, now."

The belt sparked in response and flickered like a candle in the wind. Regardless of its poor condition, the Conqueror disappeared in a flash of light, along with his Time Chair.

The team looked around in case the Master of Time returned for another round. Once they were confident he wasn't, Captain America turned to Iron Man.

"Good work, soldier."

"Thanks." Iron Man replied.

"You know he'll be back, right?" Captain America said, a grave look on his face.

"That's the problem with the future. It's always there waiting for you." Iron Man stated. While those words seemed uplifting for most of the heroes. One only felt a huge weight fall upon his shoulders.

Nick looked at the sword, the weapon glowed before it vanished from his hand. He then reached up and took off his helmet, a solemn expression on his face. The Prime said nothing as he turned and started to walk away from his team.

Wasp saw him move and walked over to him, and placed a hand on his shoulder, "Hey, Nick? Are you o-OH!" Janet cried out as she was suddenly wrapped in a semi-uncontrolled hug, Nick holding his helmet in his right hand while he just held on Jan. The heroine felt some tears on her shoulder, realizing that Nick was feeling the full force of what may happen.

"Is he right?" asked Nick, shakily. The other Avengers heard the question and went over to the teen, "Could I have caused all that?" Jan didn't know what to say as she held the teen.

"I don't know, Nick," replied Jan honestly, "I don't know."

* * *

 

**_Beyond Earth's Orbit_ **

Outside of Earths orbit, Damocles base drifted in the void. Inside the crew of the warship, awaiting any word from their master.

Suddenly a white light illuminated from the center of the control room and the crew looked on in shock as they saw the beaten and damaged form of Kang, teleport in. The Master of Time, grunted as he used his chair to pull himself to his feet.

As soon as he did, the deck officer ran up to him. "Did the natives surrender?" he asked.

"They did not." Kang responded bitterly. He then pushed a button on his chairs console and the Conqueror was immediately surrounded by a white aura. In a few short seconds, all the damage Kang's armor had sustained from his battle was instantly repaired, even the effects of Nick's time wave was reversed.

Kang admired his restored suit as he looked out at the earth before him. He clenched his fists and his eyes started glowing. "Time to show the 21st century how I earned the title of conqueror."

Outside the warship, multiple beams of light began to erupt from the darkness as Kang's fleet. Hundreds upon hundreds of ships all lined in perfect formation.

The invasion of Earth had begun.

**_To Be continued..._ **


	18. Come The Conqueror

**_Chapter 18: Come the Conqueror_ **

New York City, a metropolis that has had its fill of dangerous, weird, criminal, and heroic ever since the day of the breakout nearly half a year ago. While the citizens are usually kept out of the crossfire, the fight will always find a way to the people. And today was no exception. At first, in the afternoon sky, only a few clouds could be seen, a gentle breeze blew through the city that never sleeps. But that quickly changed as the sky began to shimmer in specific places. In a blue flash, golden ships with a series of Jade orbs around the edge began appearing. One after another. The ships began hovering further over the city, not really doing anything immediately, just flying over New York City. Around the ships, the orbs were shot out at high-speed across the city. As soon as one was launched, another orb took its place before it too was launched.

The Jade orbs, now fully exposed, were a mix of both gold and jade. The orbs flew across the city, coming closer and closer to the ground. On the ground, people hadn't really noticed the ships given that nobody really looks up these days. It took people about a few seconds to see the orbs coming down across the city. When the orbs crashed into the ground, they caused a notably large explosion, cracking the ground, sending cars and debris flying everywhere. Civilians ran screaming, searching for shelter from the debris. The ships continued to fire orbs all around them. One orb crashed close to some civilians, throwing up a large cloud of dust and some debris.

However, if the people thought it was over, they were wrong. From the crater where the orb crashed, a large, ten-foot-tall robot, painted gold with jade highlights and glowing jade eyes emerged from the street. It had long thin arms with three pincers at the end. It walked around on four legs. The robot swung its arm down, shattering the street. Across the entire city, multiple ships were dispatching these robots. However, this wasn't a random attack.

High up in Earth's orbit, a large green ship loomed over the planet. This was Damocles Base, the mobile station of Kang the Conqueror. Obscured in a shadow, Damocles emerged into the light. Inside the bridge, Kang, himself stood motionless, watching the carnage unfold as his first wave began its assault on Earth. The Conqueror was more than willing to destroy anyone in his way to get his empire, especially the one he came to destroy.

"Lord Kang," said one of the technicians, temporarily bringing the tyrant out of his reminiscence. While he did not turn to face, "The conquest of the Twenty-first Century has begun." Hearing the report, Kang said nothing for a moment, but a grim smile began to form on his lips in satisfaction. Soon, soon he will rule all, and the Dynasty of Kang will be resurrected.

* * *

 

Back on Earth, things were looking pretty bad. Ships were constantly sending out drones to do Kang's bidding, civilians were desperately trying to find some form of safety, and the military, well, they weren't doing so well against the overwhelming odds of the drones and ships. Dispatch ships were constantly hovering over the city, moving around to hit areas they had not yet done, stopping fo a moment to drop off some drones before moving on. In all honesty, Earth did not stand much chance against the extreme technological advances of Kang's weapons and robots.

One ship fired a drone, which smashed right through a building, sending a downpour of debris to the street below where people were still trying to find cover. This building was actually the United Nations, but to Kang, it really did not matter to him. On the ground in front of the UN, the military was desperately trying to make a stand against the robots. One tank had managed to destroy a drone, but more came over buildings. The same tank opened fire on the drones, destroying one that leaped at it, but not the second as it crashed down onto the ground next to it and proceeded to tear the military vehicle to pieces.

In the air, drones that were being fired out of the ships were shot out of the sky by several fighter jets belonging to SHIELD. The jets weren't alone either as the Helicarrier was also firing at anything that even remotely looked like the invaders. The massive vessel was doing pretty well, considering the clear lack of advanced weaponry, but still, it was holding its own nicely. But on the inside, things could be going a bit better.

"REPORT!" demanded Director Fury as he stood at the bridge of the SHIELD headquarters. Around him multiple systems were breaking down and smoke began to emerge from several consoles. Soundwave, the only Cybertronian agent of SHIELD turned to face Fury, his screen flickered to life and displayed multiple hull breaches in the Helicarrier and that the shields were failing from the onslaught.

"I just got this boat back in the air," stated Fury with conviction as hundreds of invader fighter craft flew past the base, "I'm not about to let her go down again." Just as he said that Soundwave's screen instantly changed to that of a global map, bringing up reports and chatter from other defense agencies, showing that this attack wasn't directed specifically at SHIELD, but at the UN and the rest of the world. He was receiving distress calls from across the planet. Soundwave then changed his screen to a clipart of a question mark. While it may not look like much, the meaning carried through, what were Fury's orders.

The Director looked out to the battle in front of him, knowing that they would never stand long against these kinds of odds. While he didn't like to admit it, SHIELD needed help, and so did the rest of the world. With an unhappy tone, Fury answered Soundwave.

"Contact the Avengers."

* * *

 

On the ground, fires from the impacts of the drones were scattered across the streets, cars were abandoned and the street had people running for cover in an attempt to get to safety. A pair of young boys were running down the middle of the street, cars were abandoned so they didn't have to worry about getting hit, but they did have to worry about the large drone pursuing them. One boy wearing a set of glasses was knocked to the ground, his glasses falling off. The boy held his head to shield it from any debris. Once the ringing in his ears stopped, he felt his friend help him up. Putting his glasses back on, he and his friend came face to face with one of Kang's drones standing just ten feet from where they were. The eyes began glowing as it prepared to fire at them. Both boys looked up in fear as they thought this might be the end.

The robot fired, one shot hit the ground in front of them while another was on a collision course with the boys themselves. Just before it struck them, a figure jumped right in front of them. In his hand was a shield that he used to block the shot. Once the boys had a better look, they saw that it was Captain America himself who saved them from their near death. Standing up straight, Cap pulled his right arm back and hurled his shield right at the drone. The metallic disk struck the robot in the center of the head, causing it to spark and it's arms to thrash around before it exploded. His shield ricocheting off some debris, it returned back to the Cap who placed it on his left arm. However, they weren't out of the clear yet as another drone emerged from the smoke. Cap prepared his shield for whatever shot may come, but he didn't need to.

From his right, he heard the honk of a semi truck barreling down to the drone. It was a white and gold machine with a black and white trailer attached to it. While someone might think it was just some civilian who wanted to get to safety, Cap knew better. The truck's structure began to change and transform till it became a twelve-foot-tall robot with large wings tucked back and heavy armor plating. The robot grabbed a hold of the drone by the back and spun it around in the air before slamming it down on its head into the road. The drone sparked and then exploded.

Standing up straight, the boys and Captain America could see who just saved them, well, assisted in Cap's case. It was Nova Prime in his Hyper Mode. In his right hand was his iconic long sword and the Prime stood tall.

"AVENGERS ASSEMBLE!" bellowed Nova Prime, using the Avenger's call sign as he and cap got ready to deal with more drones that came their way. However, before the drones could even attack them, a large green figure was seen closing in. Nova Prime saw the figure and smirked, just wondering where the big guy was. In the second that followed, the figure smashed down on top of the closest robot and actually getting lodged inside of it. The robot began to creak as it was violently ripped apart from the inside by the Hulk. Nova and Cap both saw the jade giant do his work and sported a satisfied smirk.

Elsewhere, over the tops of several buildings overlooking several drones that marched down the street, another member of the Avengers was getting ready for a surprise attack. Or rather, got closer to the targets. A swarm of ants flew down to the drones, being too small to be noticed by the war machines, they easily got in close and into the drones. Once inside, the ants began chewing away at the internal wiring, breaking the machine from the inside out. While they didn't really know what specifically to break, the knew just to break anything they could to bring the drone down. The ants began making progress, till the internal wiring began to spark then catch fire. On the outside, the drone began to seize up, it's movements becoming erratic as it sparked violently before it's back exploded and the drone fell forward on fire. From the smoke, the Avenger known as Ant-Man emerged, riding an ant as he and the ants he was controlling flew away to find another drone to destroy.

"So much destruction," breathed Ant-Man as he looked around the area, seeing the leveled streets, destroyed buildings, and torn apart cars that littered the street. In all appearances, it looked like one of those cities you see in a post-apocalypse movie, "Why would someone do this?"

"Why?" deadpanned Hawkeye as he ran on the ground beside Ant-Man, armed with a bow and arrow notched in the string, "I'm still working on what." The archer then jumped to the side to dodge a blast from a drone before he fired back with an explosive trick arrow. "What are these things?"

"You mean besides deadly alien robots?" quipped Jazz as he flipped down and used his nunchucks to slice the legs off of a drone before firing his sonic disruptors at another. One drone tried to flank the Autobot, but before it could use its claws, it was suddenly sliced in half lengthways and Black Panther emerged from the center.

"Unlikely," stated the Wakandan king as he noted the design of the drones, "given the Egyptian styling to them." He then heard a few sparks and proceeded to ditch the destroyed drone before it exploded in a fiery inferno, "More likely this is Kang." The Wakandan then leaped away as the destroyed body fell to the ground.

* * *

 

Aboard Damocles, Kang was still watching as his armies assaulted the Earth. Even with the minor setback of the Avengers, they could not stop the inevitable. He will conquer the Earth, one way or another. But he didn't become a warlord with just blunt force, no he became a warlord thanks to his strategic mind and knowledge of warfare. While his first wave may have weakened the Earth, his next would bring down even further.

"Launch the second wave of Scarabs." ordered Kang in a neutral tone.

* * *

 

Back in New York, the ships that hovered over the city began to redeploy more of these scarabs. Firing them all around and across the city. Small fighters also emerged from the ships, flying at high speeds, but one was blown out of the sky by a glowing blur. The blur turned around and returned to where it originated, Thor. The blur was actually Thor's Hammer, Mjolnir. The Thunder had seen his fair share of combat and war, but this new form of modern combat was uncharted waters for the Prince. But like all things, these scarabs break just as easily. Raising his hammer high above his head, Thor unleashed a large wave of lightning all around him, frying a few scarabs.

"Truly, this a battle of the likes of which Midgard has never seen before," commented Thor as he spun his hammer above his head to keep him hovering in the air. From his right, Wasp came flying up, firing her stings at whatever fighter craft she could. "How fare thee, Wasp?"

Wasp did not immediately answer as she and Thor began their attack on the oncoming squad of drones that were recently deployed by the larger ships. Wasp fired her stings at a rapid pace at one drone but was having very little effect. Her stings could easily break through solid steel with just a few shots, but right now, her stings were not having any effect at all against the futuristic alloy of the drones. The stings just clanking harmlessly at the drone as it passed by her till it was out of range.

Looking down at her hand, Wasp groaned "Ugh, I need bigger stingers." stated Wasp as she flew out of the way of one scarab that nearly hit her. "This is crazy!" shouted Jan as she fired dozens of stings at several drones, meeting the same results but she did not let it stop her. "Do we even have a plan?"

As soon as she said that, Thor came flying down, smashing his hammer into a drone, destroying the machine and causing it to explode "Where is Iron Man?"

* * *

 

"Return fire!" shouted Nick Fury inside the crumbling Helicarrier as it was now on its last legs and receiving a continuous bombardment from Kang's forces. The Helicarrier held its own quite well against the onslaught of the drone fighters, but the sheer numbers were beginning to break down the vessel, leaving it losing power and control of its weapon systems. Soundwave was trying to get the system back online till he faced Fury, his screen showing that the weapon systems were offline. The surveillance officer then switched immediately to radar, beeping as several drones began converging on the bridge of the Helicarrier. Intent on taking out the head of the snake, so to speak.

Fury turned around to see the incoming fighters heading right for them. It looked as though they were going to Kamikaze the Helicarrier until a bright red and gold armored figure appeared just in the nick of time. Iron Man flew directly into the path of the drones and fired his Uni-Beam right at the drones. The weapon shot out from the center of the Armored Avenger's chest and collided with the three fighters heading for the bridge. The drones were immediately engulfed in the entire beam and destroyed in seconds. Iron Mna steadied himself out and began to fire at any drone he could.

"What took you so long?" asked Fury, though he was mildly grateful that the Helicarrier wouldn't be taking another dip in the river.

"Traffics worse than normal," replied Iron Man in humor as he fired his repulsor at a fighter without even looking. The beam collided with the machine and destroyed it in one shot, "The Helicarrier is a sitting duck out here, Fury. You need to get clear of the city. The Avengers can handle this." Iron Man then flew off, shooting down more fighters as he went.

"Yeah? And do you intend on telling me how you're going to do that?" asked Fury skeptically since he knew the odds were seriously against them. While he didn't know who was responsible for the attack, he knew that this level of tech outclassed theirs and it was only a matter of time before they were overrun. Before Iron Man could respond, several shots came out of the sky and blasted a dozen fighters into pieces. Following the shots, both Iron Man and Fury saw Nova Prime firing both his rifles in both hands taking out whatever drone he came across.

"We keep the fight focused on the Avengers," said Nova as he entered the conversation, firing both rifles at whatever came his way. The lasers coming from the rifles easily cracking the fighters plating and destroying the machines. Before Nova could fire at a small squad to his left. A familiar hammer smashed through the fighters, breaking them into pieces before going through another then back to its owner. Thor joined Nova and Iron Man in the fight against the drone fighters.

"The Hulk boasted that he would 'smash' more machines than I," said Thor in an amused tone as he temporarily took his attention off the fight around him, "he is sorely mistaken."

"You could at least act like you're a little worried about this, Thor." admonished Iron Man, knowing that the current situation was no time for fun or games. Not with the fate of the Earth on the line, as well as Nick's life as well. While he was a laid back person naturally, Iron Man would instantly get his act together when the situation was as dire as the one right now. Thor nodded, losing the kiddish tone for a more serious one.

"Sadly, I have faced such odds before in the defense of Asgard." stated Thor, recounting the last time he fought in battle this intense or brutal. It was the same battle that his brother, Loki was banished after being captured and sentenced by Odin. Iron Man nodded and turned his attention to one of the drone fighters attacking.

"JARVIS, isolate one of these things and analyze." requested Iron Man as his HUD zeroes in on one of the fighters and ran a scan of the fighter. On his head's up, the fighter was illuminated then the scanning software ran an internal scan to show the inner mechanics of the fighters. Once Iron Man had a scan, the analyzing software began its run, taking in all variables, consistencies, and unique circuitry to identify the machine. After a brief moment, Iron Man recognized the tech.

"Oh, you have got to be kidding me." groaned Iron Man as he realized who was attacking them.

"What is it, Iron Man?" asked Nova, who switched out his rifles in favor for his long sword in order to blast the drone ships with his lightning.

"These robots, the ships. I know this tech," explained Iron Man as he listed off their attackers, "this is all-"

"Did you really think that you had defeated me?" cut off a voice. In front of them, a large hologram of Kang's head appeared. It was being projected all the way from Damocles base, or at least the signal was. However, for the Avengers, it didn't matter how it worked, right now, they identified the Earth's attacker. Nova narrowed his optics at the sight of the Conqueror.

"Kang." stated Nova, like his name was a bad taste in his mouth. Ever since the attack earlier this morning, by the Time Villian, the Avengers had been on edge, none more so than Nova. While he acknowledged what they saw in the future could happen if what Kang says is true, Nova would be damned if he let that happen. Not when he just got a new family, his life back, and the woman he loves hang in the balance.

"I told you, Avengers, that I would save this world," stated Kang as he glared at the trio, or more specifically, Nova Prime, "Under my rule, Earth will be strong. It will survive the coming onslaught. I had been learning the strengths and weaknesses of this era's defenses. And now, the true conquest begins." with that, the hologram of Kang disappeared, leaving the Avengers with an ominous message. Nova narrowed his optics even further; if the conquest was beginning now, then what was he waiting for?

On the ground, dozens of destroyed Scarabs littered the street, on fire, ripped apart or just broken. The number of them would be worth noting if you looked at it in just one way. But there was a more nefarious purpose behind them. Walking through the graveyard of destroyed Scarabs, Jazz, Hawkeye, and Black Panther carefully traversed the battlefield. However, they all went rigid when all the Scarabs around them suddenly activated.

"Uh-oh." whimpered Hawkeye as he saw the Scarabs reactivate.

"Hey, what's this now?" demanded Jazz as he swung his arms down in an annoyed manner, "We just broke these guys!"

Hulk had also heard the robots reactivate and growled as they began to get up after he smashed them. The Scarabs plating began to repair itself rapidly as they reactivated. Ant-Man who was standing on top of one of the drones noticed the sudden movement and quickly came to a conclusion.

"They're regenerating!" called out the size-changing hero as the robots around stood up, their eyes glowing jade and they directed their attention on the Avengers, "They're self-repairing, this was all an act!" all around the Avengers, Scarabs stood up and activated, "We never even made a dent!"

Even with the knowledge of this, the Avengers were far from deterred to attack the robots. Ant-Man pressed a button on his belt to increase his size. Now at a large size, Giant-Man swung his fist directly into a Scarab, smashing it into the ground before he kicked another away. His size and strength easily making the armor crumple under the impacts. However, this was only effective for a short time. One Scarab used its long arms to wrap them around the Insect-themed hero in an attempt to subdue the human, and it did when it knocked Giant-Man onto his back, cracking the street tremendously.

Elsewhere, Captain America had also seen their enemies get their second wind. His instincts kicking into overdrive as he returned to the situation at hand. "Panther, Hawkeye, fire at will!" ordered Cap, going back to his days when he served in the army and fought Hydra back in the second world war. "Jazz, Hulk, free Giant-Man!"

"You got it big blue!" acknowledge Jazz as he leaped at the Scarab and began using his nunchucks to break apart its arms. Hulk on the other hand, remained where he was, not really wanting to be ordered around as he only raised an eyebrow at the Super Soldier's order. "MOVE!" shouted Cap, this time, more in a serious tone, telling the Hulk to help out his teammate. Hulk only glared lightly at the soldier, the only people he would really listen to were Banner and Nick. Since Nova had gone to assist Iron Man, Thor, and Wasp in the air battle, he was left with Cap and the others. While he didn't hate the soldier, he wasn't fond of him.

In a less than enthusiastic manner, Hulk leaped towards the Scarab attacking Giant-Man and the one Jazz was currently taking apart. However, before Hulk could even get to them, he was suddenly rammed by a small Ariel Scarab and crashed into a building. Back with Hawkeye and Black Panther, the archer was making excellent use of his explosive trick arrows, shooting the Scarabs in the heads, causing them to explode.

On the side of the UN, Black Panther was leaping along the side of the building, which should be impossible given that there was no places for him to get a grip on. But thanks to the Vibrainium in his gloves and shoes, he was able to keep a grip on the vertical surface, dodging incoming fire from the Scarabs. However, one explosion sent the Wakandan King off the building but not out of the fight as he used the new momentum to his advantage. Allowing himself to fall directly at a Scarab, Black Panther extended his suits claws and sliced a Scarab diagonally. The machine remained motionless as Black Panther landed behind it before running off to fight another. The upper portion of the machine slid off the lower and fell to the ground.

Back with Hawkeye, things weren't going so well anymore as he stared down the street to see a line of explosions heading his way, "AW come on!" groaned Hawkeye as he leaped from the Scarab he stood on, and had previously destroyed. From above, more Scarabs came down to replace then ones that were actually destroyed thanks to the efforts of the Avengers. Giant-Man wasn't fairing so well either. Even with Jazz's efforts to destroy the machines, he was still overrun and under a large dogpile of the machines.

The hero grunted with effort as he tried to force them off, but the combined weight of them kept him pinned. Realizing this, Giant-Man pressed a button on his belt and immediately shrunk down to the size of an ant. With nothing to support them, the Scarab all crashed down on top of each other, while Ant-Man escaped on top of an ant.

With the Hulk, he was possibly the only Avenger faring the best against the Scarabs as he punched one away with his right fist and roared on top of a large pile of destroyed machines. Under other circumstances, it would have been Hulkbuster units, but since he was back with the Avengers, this would do.

Jazz was currently driving down a semi-abandoned street, destroyed remains of Scarabs and civilian cars were the only things now in his way. Behind him, several Ariel Scarabs shot at the Autobot, leaving a trail of explosions behind him. "Hey, watch the paint! I just got buffed!" shouted Jazz as he transformed in a flip maneuver, leaving him upside down mid-air facing the machines. Suddenly, his Sonic Disruptors deployed and fired at the machines, blowing them to pieces before the exploded. The Autobot landed in a crouch before standing up straight to face several scarabs in front of him. "*whistle* We got some straight up freaks coming to this place."

Before any of the drones could attack, a pole suddenly punctured one in the machines. It then exploded in a large inferno. Jazz raised an eyebrow at what caused it before he got his answer. The one responsible for the sudden attack was a blonde woman wearing a blue and white bodysuit cut closely at the legs landed in front of him. She was wearing a mask similar to Hawkeyes, except it didn't cover her hair, letting it flow freely.

"Hope you don't mind me crashing your fun." said the woman in a cheerful manner. Jazz had the gace to gawk for a second before he laughed and nodded.

"Would be kinda disappointed if something new didn't happen," said the Autobot as he flipped his nunchucks in a challenging manner to the Scarabs, "Kinda a glad you showed up when you did, Birdy."

"You know you could say my full name, Mockingbird." pointed out the heroine as she split her staff in two to create twin batons.

"But the name 'Birdy' is fun to say."

Fun was not a term that Hawkeye would use because right now, he was out of arrows. Seeing this, he raised his bow to use it as a sort of club to defeat the Scarabs, though he might have more luck breaking through a twelve-inch door of super steel. Behind him, Captain America had raised his shield to block a blast from another Scarab, but the force behind it left him sliding back several yards. Once the shoot stopped, Cap walked backward to form up with Hawkeye, completely surrounded by Scarabs. They bumped into each other and turned to glance over their shoulders to see the other.

"We got a big problem here, old man," reported Hawkeye as more Scarabs marched towards them, "they're corraling us." The Archer was right, during the current fight, the Scarabs were actually not attacking randomly, they were trying to separate the Avengers into groups of two or by themselves to better deal with them. It was a good strategy and had worked, the only next part was to eliminate them.

"I know," replied Captain America, "we need to set a rallying point and regroup. How many explosive arrows do you have left?"

"None," answered Hawkeye, but even though the odds were seriously against them, he tried to lighten the mood, "I could throw rocks if you want."

Before any of the Scarabs could attack, the roar of an engine drew their focus. From the top of a building, a familiar orange Ambulance launched off a building. It flew down to the ground but while still in the air, transformed into a familiar medic. Ratchet transformed his hands into his surgical blades and let out a battle cry as he smashed down on top of the drone. The impact caused the drone to explode and blank the area in a small cloud of smoke. Cap and Hawkeye waved some smoke away and saw the Autobot medic lifting a Scarab above his head before he tossed it directly at another drone.

The drone he threw crashed into the Scarab and flipped over it but left the machine disoriented, allowing Ratchet to leap at the machine and land a side kick that sent the Scarab sliding back. One of the Scarabs that had surrounded the two Avengers shot at the medic, but he flipped around the shot, extending his right surgical blade and sliced its arm off, before spinning around to land a tornado kick that sent it sliding back. Ratchet looked over his shoulder at another Scarab, one that fired at him, but the medic performed a spinning flip and landed right left to the top of its head before he impaled his left surgical blade into the abdomen. The medic then ripped his blade out before he sprinted away to more Scarabs as the one he just impaled exploded.

"Or we could just wait for Ratchet." said Hawkeye as he watched the Autobot run by and attack more Scarabs. However, his little moment of relaxation ended when several Scarabs were heading toward them. But before they could get any closer, several bolts collided with the machines blowing them up. Looking up in the air, both he and Captain America saw the Quinjet firing on the Scarabs that were marching down the street to them.

Inside the cockpit of the Quinjet, Wasp was manning the controls and guns, having opted to use better equipment since her stingers were rather ineffective against the Scarabs. Pulling up into a loop, the heroine flew around, firing the Quinjet's guns, taking out any Ariel Scarabs in her way.

"I found bigger stingers," she said in a satisfied tone as she was now doing damage to their enemies, pulling around, she headed back to where Cap and Hawkeye were, "You boys might want to duck." Without much argument, both male Avengers quickly got out of the way as Wasp opened fired on the Scarabs down the street. Once she passed over them, several explosions followed as Scarabs were sent flying in the air and exploding.

Hulk was currently being dogpiled by a dozen Scarabs but he was far from out of the fight. But this did not stop Iron Man from helping out. Flying down to the pile, small panels in his arms opened up and two cluster rockets shot out. Once the man rockets passed over the Scarabs, they dispensed miniature explosive magnets that latched onto the Scarabs with a clank. A second later, each Scarab exploded and the dogpile was left as just a scrap Hulk then emerged from the pile and roared in anger as he wanted to break more robots.

Around the same time as this was happening, Nova was back on the ground, wielding both his long sword and rifle. The Prime was constantly swinging his sword, cleaving robots in half, firing his rifle at ones he missed or were too far away to fight with his sword, and occasionally, he would shot lightning from his blade. The Prime then felt a sting of pain as he was shot in the back by a Scarab. Seeing that his Cybertronian form was a larger target than his human, Nova Prime shrunk down to his human form, still in costume from this morning and fired dozens of energy blasts at the robots.

Nick's body was completely bathed in energy as he was now constantly absorbing the energy blasts from the Scarabs and then firing back with his own. Normally, a person who had been fighting for nearly three hours would start feeling a little fatigued, but thanks to energy absorption powers, Nick would always feel at one hundred percent, no matter how long he had been fighting. Nick flew into the air and fired several beams of energy at some Scarabs before he flew off.

Ant-Man was not having a very good day. He was currently being chased by a Scarab, and despite his size, was not able to shake the construct, but it would see he did not need to. With a clap of thunder, Thor's hammer came down and smashed the machine before it returned to him. The mystical weapon glowed with energy and the Thunderer sent a bolt of lighting at three Ariel Scarabs, destroying them mid-air. Seeing his foes fall, Thor and Ant-Man joined the other Avengers who were sprinting down a street, or flying above to head to a rallying point.

"Is everyone okay?" checked Iron Man, concerned for his team's well-being considering how likely the chances of an injury occurring.

"What haven't got any time not to be," replied Captain America as he hurled his shield at a few Scarabs, "these things are moving through the city block by block. We need to divert them."

"We have Kang to thank for this." said Nick as he flew overhead, absorbing a few shots before returning them to the owners that were several Scarabs.

"Nick's right," confirmed Iron Man as he fired his repulsors at a few robots, blowing them to pieces, "The ships, robots, everything. It's all Kang. He's invading the city." As soon as the sentence left his mouth, Iron Man received a video call from Fury.

_"Not exactly, Iron Man,"_ corrected the director of SHIELD as he began to explain what he meant. On board the damaged Helicarrier, Fury was looking at the main screen to see dozens of alerts across the eastern seaboard of the US, "Dozens of tactical targets are being hit all along the Eastern Sea board."

"Well, then why New York?" questioned Ant-Man as he rode his ant, "There are no tactical targets in the city."

"The Avengers are a tactical target." Said Nick as he ripped a Scarab in half before he used one half to smash another Scarab into pieces.

_"There's more,"_ picked up Fury, Nick narrowed his eyes, knowing what the Director was going to say. Kang said he would conquer the Earth, so why would he only focus on one place,  _"This isn't just happening here. It's happening all over the world. Kang ins't just invading New York; he's taking over the entire planet."_

* * *

 

Fury wasn't wrong, across the world, from China to Egypt, all the way to London and Wakanda, Kang's forces went on unopposed by most of the world's militaries. While London had a hero of it's own, Wakanda had a much better chance against Kang, thanks to their advanced technology. However, with all of the action spread across the world, the Avengers were just to small to deal with all of the threats. Which is why, Nick, Tony, Cap, Ant-Man, Ratchet, and Black Panther were back at the mansion consulting with Fury about their next move.

While Nick felt it was his duty to be on the front lines, helping the other Avengers, he knew that he needed to be their among the other leading members of the Avengers. With his wisdom of the Primes, he would be a key member in the meeting and plot their next move. Nick was brought back to the present when Fury began speaking by way of video com.

_"Every city is under attack by Kang's forces,"_  reported Fury, with the help of Soundwave who displayed several key cities across the world where Kang's forces were most prominent,  _"Several have already fallen; even more are surrendering."_

Ant-Man, who was mostly quiet for the meeting spoke up at last, having heard enough to make his own opinion, "This is-this is maddness," commented Ant-Man, his tone betraying that he may not have much hope left in him, "How are we supposed to fight this?"

"What of the ships, Fury," spoke up Ratchet, putting in his own word, "have you made any progress in finding a weakness?"

_"Conventional weapons aren't making a dent. We had hope that Stark might have some ideas,"_  Fury then turned his attention to Nick,  _"or maybe Prime here could share some of his races advanced weaponry."_

"Not the time or place Fury." stated Nick, knowing that comment was directly completely at him for shutting SHIELD out of all Cybertronian matters. Not wanting to start an argument, Tony picked up the slack.

"There was a back door into Kang's tech that I was able to exploit when we first met him," admited Tony, but his expression then turned grim, "but he's closed it off, I'm still analyzing the data I got."

While Stark was talking, Nick noticed that Black Panther was focusing solely on one of the several holograms depicting the cities being attacked by Kang. The city he was focusing on was his home, in Wakanda. Nick could see the need of the King to return to his home and help defend his people. Nick could relate.

"Your people need their king, T'Challa," said Nick, placing a hand on the Wakandan's shoulder, "You should stand by them."

Iron Man, who was half listening to side conversations and half listening to Fury heard Nick's advice and, well, it didn't sit really well with him, "What?" demanded Iron Man as he looked at Nick, "That's not your call to make, Nick. We need all the-" Iron Man stopped mid sentence when he saw the looks he was receiving, and it took him a second to realize what he was doing and corrected himself because of it, "Right. T'Challa, take one of the Quinjets, we'll be there as soon as we can."

Black Panther looked around the room, seeing the support his allies was receiving and nodded in thanks, "Thank you my friends." said the King as he then sprinted out of the assembly hall. Watching him go, Nick made a quick prayer to protect the king before he returned his attention back to the meeting.

_"We have to do something,"_ said Fury, referring to a plan of attack they needed in order to defeat Kang,  _"We're hopelessly outnumbered here; our forces are barely holding out."_

Nick clenched his fist tightly as he came to one conclusion, "We need to find Kang," suggested the Prime, "he's the one all behind this."

"Nick's right," agreed Iron Man, "we need to take the fight to him."

"Stopping Kang himself is the most certain way of ending this invasion." added Ratchet, putting his experience in war to good use. However, Ant-Man brought up one flaw in their plan.

"Do we even know where he is?" asked the scientist. Nick suddenly realized he was right. Without knowing where Kang was, they would never be able to beat him. But then Nick remembered a certain Surveillance officer that could have the best chance of finding Kang.

"Fury, have Soundwave review the information gathered by Iron Man. See if he will have any luck with the data," The director of SHIELD nodded as he knew Nick was right, Soundwave had the best chance. The Prime then addressed the remaining Avengers, "In the meantime, the Avengers are needed topside. The people need us." Not waiting around, Nick began heading for the exit, following behind was Captain America, "We'll by you as much time as you need. You'll be able to find him, Tony. You're likely one of the few people who can."

The three scientists were left with in the Assembly Hall. Iron Man sighed as he sat down in a chair, "I hate him, you know that. When he's right." From behind him, Ant-Man walked up and placed his hand on the inventor's shoulder.

"Now you know how the rest of us feel about you," said Ant-Man in good humor. About second after he said that, a ground ridge portal opened up behind the three remaining Avengers. All turning around, Ratchet, Ant-Man, and Iron Man saw Soundwave walk through into the Assembly Hall. The portal closed behind him and the spy master gave a curt nod to the three. "Good luck to you, Ratchet, and Soundwave."

With that, Ant-Man left the three specialists in the room so he could go fight and help the other Avengers. Once Ant-Man was gone, Soundwave's visor flared to life as a distorted voice became clear.

**"Let us begin."** Requested Soundwave, using his real voice for the first time since he escaped the Shadowzone. While Iron Man would have unnerved by the raspy undertone of the voice, he didn't let it bother him. They had a job to do, and he'd be damned if they didn't get it done.

* * *

 

On the surface, things were not going great since Nick, Cap, and the few others who left for the meeting with SHIELD. While Wasp was doing a great job taking out Ariel Scarabs, that did not stop a few from slipping by and make a run for the Brooklyn Bridge. Nick would have gone to help the other Avengers who were stationed there for the time being, he was a little busy taking out a squad of Scarabs that were harassing some SHIELD forces. The Prime was not holding much back against he robots. Determined to take out as many as he could before Tony, Ratchet, and Soundwave revealed Kang's location.

"Teletran, how are the others?" Requested Nick as he smashed down on top of a Scarab before he shot it and made a quick escaped as it exploded.

_"Avengers are holding out against Kang's armies. However, the probability of success against Kang is estimated at 34.968%."_ Reported Teletran. Nick sighed, the battle was incredibly one sided, Kang's army seemed to have no limit. How was the Avengers supposed to beat an endless wave of enemies? However, he suddenly felt an odd sensation. A wave of emotions flooded over him: fear, anger, and some sadness. But these emotions weren't his, no they were someone else's.

"Teletran, where is Carol?" Demanded Nick as he flew into the air, heading straight up before leveling out.

_"Ms. Danvers is currently assisting SHIELD forces in the vicinity of Times Square."_ Answered Teletran, already calculated that Nick would go help his girlfriend. Knowing where she was, Nick shot off towards Time Square. While Nick didn't know what really compelled him to go assist Carol, he just couldn't shake those feelings from before. Was there really...no, it's impossible. Sure he and Carol do have Cybertronian CNA in their bodies, but seriously? QET? Carol didn't even have a spark so it shouldn't be possible.

Nick then pushed those thoughts away as he transformed into Nova Prime, cutting a corner close by a building before he shot forward. Nova pulled out both his rifles and primed the heavy ammo for what was coming. Nova was quickly closing in on Times Square, several Scarabs scuttled across the streets, but the Prime had plans for them. Swooping in low, he opened fired on the machines from behind, blowing the Scarabs to pieces. A few drones turned around when their sensors detected the explosions of their brethern, but when they did, they were instantly meet to the face with blaster fire.

Nova pulled up to the skyline and turned another corner, but on the ground, he was met by a worrying sight. On the ground, dozens of SHIELD agents were pinned down in the remains of a few SHIELD vehicles. Several agents had taken cover behind debris while a few were firing at the advancing Scarabs. One agent caught Nova's immediate attention. Holding her own extremely well, Carol was blasting several rays of photonic and Energon beams. Destroying any Scarab that got too close, however, it was clear that Carol had taken a few hits if her ripped uniform and some minor burns were anything to go by.

Nova's Energon boiled slightly. No one hurts her and gets away with it. Pulling back slightly, Nova circled around to come up behind the SHIELD agents and provide support. After a quick second, Nova was flying around a corner, kicking off a building as his thrusters roared. "I'm coming for you!" bellowed Nova as he flew down, firing his rifles, taking out a few Scarabs. Flying down closer, the Prime shot a Scarab closest to Carol, knocking it back as he came to a rough landing. Nova spun around, shooting any Scarab in his path, even impaling the barrel of his right rifle into the torso of one drone. He then threw that same drone to the ground, firing his left rifle on full auto, mowing down several Scarabs. One drone managed to slip past Nova, but the Prime quickly corrected that and fired an explosive round into it's back. Seeing that he was getting too close to use rifle's, Nova put his right rifle on his back and pulled out his Katana and bisected a Scarab. Still firing his left rifle, he then jammed his sword into the body of one of the few Scarabs still standing and shot the head. The drone fell to the ground as Nova panted tiredly and transformed back into Nick who was bent forward, resting his hands on his knees.

"What a way to steal the show." said a voice behind Nick. The teen turned around to see Carol fly over to him. Nick smiled behind his mask and let out a coughing chuckle.

"What can I say?" said Nick tiredly, "I try."

"How bad is it?" asked Carol, going right back to her more serious tone.

"Avengers are holding out for now, but we're gonna be overrun at this rate." replied Nick as he stood up to brush himself off slightly, but as soon as he did, his communicator went off, "Oh wonderful." complained the Prime as he took out his I.D. card. "Yeah?"

_"Nick, It's Wasp. We could use some help on the bridge!"_ asked a slightly shaken voice of Janet. Nick and Carol both heard the sounds of explosions in the background of the call.

"I'll bring some support." answered Nick as he put the card away. He then glanced up at Carol, who was resting her right hand on her hip with a knowing smirk on her lips. Nick chuckled as he scratched the back of his head, "You wanna help save my team/family?"

Carol took a moment to think before she glanced at the SHEILD personnel behind her. They were still recovering from the onslaught of the Scarabs but they were getting their second wind so they should hold out until back up arrives. The agent felt torn between her duty and her relationship; on one hand, Nick had done so much for her, risking his status as an Avenger to protect her against his team and even going all the way to her when she needed it. While she would never admit it, she was a little scared back there for a second. She had been put in charge to defend her squad by Fury and she nearly lost them. Feelings of fear that she was going to fail her mission, anger that she didn't follow several protocols when the Scarabs attacked, and some sadness because she might not see Nick again if he hadn't showed up when he did.

Carol was brought out of her internal conundrum when she heard one of her subordinates call her name. "We'll be fine, Ma'am. Go help out the Avengers!" shouted the agent as he held his rifle, but the small smirk on his lips showed that he probably knew that she had feelings for the Avenger standing in front of her. Carol nodded as she faced Nick.

"Well, shall we?" asked Nick, energy washed over his form as he lifted a few inches off the ground. Carol smirked challengingly, her body also glowed and she flew into the air slightly faster than Nick.

"Whoever trashes fewer robots has to buy the other dinner." said Carol as she suddenly shot into the air with a sonic boom and flew to the Brooklyn Bridge.

"Hey, that's cheating!" shouted Nick as he flew after her. While he knew Carol could fly as fast as he could which in fact was nearly Mach 8, he quickly caught up to Carol as they both approached the bridge However, Nick's top speed as a human was not actually recorded so no one actually knew what his top speed was, however, right now, Nick wasn't really trying as hard as he could because the bridge wasn't that far, but right now he had to focuse about the situation at hand on the bridge. Hawkeye was currently caught in the clutches of a massive Scarab. It looked like several regular Scarabs were stacked on top of it while the head was the main difference. Dozens of arms flailed around in the air, making getting in close to it dangerous. The massive robot saw both Nick and Carol and opened up its mouth, sending a huge blast of energy at both of them.

Both teens flew out of the way, before diving down low to the street. The robot tracked their movements and fired a beam at them, destroying the street as they dodged the shot. Nick then turned right around and fired a blast at the robot, severing several arms off. The explosion was dangerously close to Hawkeye.

"Hey, watch it!" shouted the archer, clearly not comfortable with nearly being blown up. However, before he could complain any further, a familiar red white and blue shield sliced the arm holding him off. The shield returned back to Captain America who stood before the mechanical menace. Beside him, Giant-Man grew to full size and rushed the machine, and tackled the lower portion of it. The action caused the robot to creek and try to steady itself against one of the towers on the bridge. Thor flew above the machine while it was distracted and threw his hammer right at its head. While the impact would have allowed the hammer to go right through, the machine pulled its head back with the blow to allow the hammer to scrape the head inside of destroy it. Nick saw this and flew over to Carol who was blasting more arms off of it.

"We need to finish this now." suggested Nick. Carol didn't know how, but she felt that she knew exactly what he was inferring, but she would figure it out later. Instead, Carol nodded and reached to Nick's right hand with her left and took hold of it. Soon their powers began to feed back on each other and both teens faced the monster. Still holding their hands, they both thrust their interlocked fists at the machine, sending a wide ray of white energy right at its main body. The ray soared through the air and sliced the robot in half. The upper portion exploded as each Scarab that made it up exploded. The lower half doing the same and in one combined explosion, the machine was down.

Both teens flew to the ground to join the other Avengers. Hawkeye, Thor, Giant-Man, Captain America, Jazz, and Mockingbird, who was still hanging around the Autobot, joined up in a quick meeting. Wasp was the last one to arrive, flying to the middle of the group to comment about the whole situation.

"So, what now?" asked Wasp sarcastically as she placed her hands on her hips, "There's only like seven-hundred-million left."

"Just means there's more to fire at." said Carol confidently. Nick was about to say something but the labored breaths of the Hulk, who was blasted into the street earlier by the robot, groaned, looking around till he saw his teammates, not sure if he should be thankful they arrived or mad it took them this long.

"You okay, Hulk?" asked Nick, seeing the Jade Giant approach them.

"Been worse." replied the brusier dryly as he joined the group. Nick nodded as he reached up to his communicator and pressed down on it.

"Tony, it's Nick. How are things on your end with Ratchet and Soundwave?" asked the Prime, needing a little good news about discovering the location Kang. The other Avengers were equally interested in finding the Time Villian, be it for causing all the destruction or for some other reason or just because.

_"If we found him, Nick, I would have given you a ring,"_ snapped Iron Man, clearly sounding annoyed and frustrated. Nick could also hear a frustrated sigh from Ratchet.

_"I've said it before, human technology is too rudimentary compared to Kang's technology,"_  stated Ratchet about as gruffly as Iron Man,  _"Even connected to every satellite on this planet and we can't even find him. This is all useless!"_

Nick the shut off the connection to address the other heroes around him. "Still no luck." was the unasked question of the heroes and SHIELD agents.

"Oh that's wonderful," said Hawkeye in a sarcastic tone, "Maybe Kang will let us call a 'time out' until we find him."

"Dude," admonished Jazz, now while he may enjoy a good joke when one pops up, the sarcasm was something they could do without right now, "Not a good time for the negative stuff."

While this was going, Wasp saw Cap looking off the bridge and at the city, parts of several skyscrapers were on fire with smoke billowing into the air. "Cap?" asked Wasp, wanting to make sure the Super Soldier was alright. The Avengers and guests all turned to look at the soldier, waiting for him to say something, anything.

"This is war," stated the man out of time after a moment, not even bothering to turn around, "And we need an army." Nobody said anything, but in the corner of Nick's away, he saw Wasp send Ant-Man a quick glance, knowing that she may have a solution but one that would not sit well with her lover. After a brief moment, she looked down, biting her lip as if to stop herself from saying what she was about to but she looked up after a quick second.

"I know where you can find an army." stated Wasp, but Nick had an idea of his own and could see that the Ultrons were only a temporary solution.

"The Ultrons could only buy us some time, Jan." said Nick, but his expression hardened as he looked down, seeing that the attention was now on him. Taking a deep breath, Nick looked at his friends with a neutral stare, "but do it anyway. I'm going to get something that will help us." With that, Nick turned away from the group, but Mockingbird was a bit more curious, including Carol, as she ran over to Nick.

"And what might that be?" asked the seasoned SHIELD agent. Nick looked away from the agent before he looked at Carol, seeing a wave of realization wash over her face as she discovered what Nick was about to do and what effects it might have on both him and Earth.

"Better reinforcements," said Nick as he began walking away once more. As he did, getting further away from the other Avengers, he raised his right hand to his communicator and contacted Teletran, "Teletran, send a message to Ultra Magnus. Tell him to open a Spacebridge from Earth to Cybertron. I need a meeting with the High Council."

* * *

 

**_Cybertron_ **

While at first, Hank was very against the idea of using Ultron for a weapon went against the purpose he made the robot for. Cap was able to convince the doctor to do it for the greater good of all. When mentioned about the lives at stake, the doctor lamented and reprogammed Ultron with the knowledge of the concept of violence. But this solution would only be temporary, and Nick knew this, which is why he was going to Cybertron to see if the High Council was willing to lend aid, no matter how small it was to the Earth.

In the Spacrbeidge port, Nova Prime exited the swirling vortex of a Spacebridge. Waiting for him on the other side was Ultra Magnus, Smokescreen, and a few Autobot soldiers.

"Thank you for doing this on such short notice." thanked Nova as he walked towards the former Autobot First Lieutenant.

"From what you told me, I could not afford to decline," replied Ultra Magnus in a monotone voice. However, as Nova began walking towards the street leading to the Council building, he had to ask one thing of Nova, "Are you certain this is the best choice?"

"At this point, it may be our only choice." answered Nova as he kept walking, making a few more paces before he extended his jet pack and took off into the air, flying full speed towards the council building. While several civilians on the ground saw the Prime and pointed up to him, Nova paid the attention no mind as he flew to the political building. His focus solely on the lives at stake and what may happen if the council should refuse.

After a few more minutes of flight, Nova touched down just outside the building and began heading up the stairs. A few Autobot politicians got out of the way of the Prime, his aura basically radiating the vibe of 'a bot on a mission.' Once the Prime reached the top, he pushed right through the doors and began heading for the Council chambers. A few security Cybertronians saw the bot heading right for the chambers and moved to intercept him.

"I'm sorry sir, but the Council is currently in a meeting," informed the commanding guard, "Please come back later."

"I have to speak with the Council," stated Nova as he looked down at the smaller bot. Nova was a full ten feet taller than the security officer, even larger thanks to Hyper Mode, but Nova knew he was only doing his job and he could respect that. But right now, too much hung in the balance for any delays, "please, let me through."

"I'm sorry, but they are currently holding a meeting," repeated the Autobot, "if you really wish to speak with them, please wait out here till they complete the current session."

"I do not have time to wait, not with what hangs in the balance. So I ask you, no," began Nova again, this time, his chest opened up to reveal the Matrix of Leadership. The Autobot and the other guards all gasped when they saw the sacred relic. After a brief second, they all bowed respectfully, "I order you: let me speak with the High Council."

"Yes, Prime, sir." saluted the guard as he and the other guards stepped aside while Nova's chest closed up. Nova was about to walk by but sent the guard a grateful smile.

"Thank you." thanked the Prime with genuine gratitude as he walked towards the Council Room. Heading past a few murals and statues, depicting Cybertron's history, even some events on Earth, Nova paid them no mind as he continued to the Council Room. Turning another corner, Nova saw a pair of grand double doors and headed right for them. The gold, silver, and glowing blue doors pulled back automatically, creating an audible unlocking noise as the Prime entered the room. Inside the Council, the chattering of several Coucilbots and femmes ceased as soon as Nova entered the room. They were seated in a semi-circle, one portion was dedicted to act as a pathway to allow civillians or other bots/femmes to walk in and present their troubles to the council.

"I'm sorry, but you must leave at once. We are currently discussing the matter of Predacon and Autobot relations." stated one Coucilor, some guards that were stationed in the room moved to escort Nova out, but everyone froze when they saw Nova's chest open up and reveal the Matrix of Leadership.

"Perhaps now we may discuss." requested Nova as he walked passed the guards to stand in the center of the room, "A tyrant from another era has invaded the Earth. The planet's defenses are crumbling as we speak. I plead to you, High Council, send some aid to the humans."

"Why should we concern ourselves with the misfortune of humans?" demanded one councilor, a gruffly voiced bot that sounded a bit older, likely a veteran from the Great War, "Cybertron has finally attained peace after eons of civil war. I doubt any of us want to take part in another."

"But the humans were our allies," picked up Nova, trying his best to somehow convince them to see reason, "they willing fought beside us against Megatron, though in moments of absolute need."

"The Prime is correct, humanity did help end the tyranny of Megatron," agreed one femme, she was known to be more compassionate and understanding than most other council members, "even when they had no reason to get involved in our war, they still assisted Optimus Prime and the Autobots."

"But like the Prime said, this invader is from another era," pointed out a younger mech, "We don't know the full extent of his weapons and army so how would we know to prepare against a threat such as that?"

"Not to mention, Cybertron and much of its society is still recovering and rebuilding the damage," added another councilor, "If Cybertron were to drop everything and go assist another planet, we risk setting back completion dates for many homes of the people."

"However, we cannot ignore the fact that the Earth is the confirmed location of Unicron," interjected the leading Councilmech. The leader was known to be just, willing to do what is right by anyone, no matter how great or small they are, "Has this invader shown any knowledge of the presence of Unicron?"

"No, he has not." admitted Nova, knowing that the council would likely take far too long before they came to a conclusion in time to assist Earth before it fell to Kang. The leader sighed as he took in all the view points of each member, some holding very valid points that Cybertron is still recovering, or it has no army to assist the humans, and the fact they have no knowledge of this invader, whilst others were correct that humanity deserved their aid, after willingly gave them solest on their planet since Cybertron was dormant and were willing to defend them as well from the Decepticons.

"I am sorry, Prime. But the council, regrettably, cannot provide you with the reinforcments you plead for," said the leader. While Nova was not fond of politicians, he sensed the genuine sincerity in the mechs' words and the Prime nodded, understanding, "If it were at any time in the future, where Cybertron had a stable society, I would not hesistate to assist the people of Earth, but Cybertron is just unable to assist you at the given time."

"I understand." sighed Nova as he began to leave, though hurridly. He felt that he was needed on Earth, and no doubt the Ultrons had done some help holding off Kang's forces.

* * *

 

_five minutes later..._

Nova landed on the ground in front of the Spacebridge port and quickly headed inside. He was speed walking through the inside of the building, heading right back to where he first met up with Ultra Magnus. The Autobot was currently standing by the generator waiting with Smokescreen and the Autobot guards. Smokescreen was the first to see the Prime approaching and gained the attention of the others.

"Guess it didn't go so well, huh?" iquired the former rookie Elite Guardsman. Nova sighed as he rubbed his optics.

"No, it did not," said the Prime as he shook his head, "the council cannot send an army to help fight off Kang's forces, not without crippling Cybertron's economy." While Nova knew that the council was correct, he couldn't help but still be mad. If it wasn't at them then was it himself? Was he mad that he couldn't find a way to help the people? Was he mad that he couldn't make everything better for others? At this point he wasn't sure. However, the Prime was brought out of his minor self hate moment when he heard the sound of several bots heading to their direction. Looking up, Nova's optics widened at what he saw.

Around him, several bots, femmes, hell, even some Predacons came forward. They were all armed with weapons and the Prime heard the rumble of a ship engine. Looking out a neaby window, the Prime saw a very large ship. It had a sleek design, with five arms pointing vertically. On the ground underneath it were several Autobot Destroyer's boarding the cargo bay of the ship. Nova turned back to see that Team Prime had all come here. From Bumblebee, Wheeljack, Cliffjumper, Arcee, and Bulkhead. Nova als recognized the Dinobots, Grimlock's original team that he fought beside in the war. Plus one legendary ariel group had joined them as well.

Looking around, Nova was completely shocked, seeing all the veteran Autobots who survived the war all come here and even bring a ship with them all just to help him and the Earth. Bumblebee stepped forward to greet Nova.

"It's good to see you, Nova." greeted the now street cop, extending his hand to shake Nova's.

"Likewise, Bumblebee." agreed Nova as he he shook the former scout's hand.

"Heard Earth had a problem," said Wheeljack flipping a grenade in his hand, "We all agreed to come out and help ya."

Nova looked around at all the Autobots, Predacons, and Dinobots who were assembled here. He felt a swell of gratitude grow within him, but he did not show it as to remain vigilant. "Thank you all, so much for coming here. Now you all have given something duringt he war for Cybertron. Some of you have given more than others, having saved one world before having to save another," Nova began his speech to help inspire the Autobots around him, "and no one has any right to ask any more of you; but I'm asking."

A brief moment of silence hung in the air as the Autobots all took in the Prime's words. The quiet hung around till one burly Autobot, clad in weapons all over his body shifted the Cyber-gar in his mouth, "What'cha need, Prime?" asked the Autobot as he leaned his rfile on his shoulder.

"I need your help to save a planet one last time." asked Nova, however, one warrior who looked kinda like a samurai, painted orange, and black with some red here and there shifted in place, while keeping his twin swords that rested on his left hip in their sheaths.

"What of the humans? Surely, they cannot know of our existence, and the previous involvement of the Great War on Earth?" questioned the Autobot. Nova turned away and walked to the portal, which was now open and swirling, but just before he passed through he stopped and turned around, taking out his longsword.

"No, they don't know of our previous envolvment on Earth," admitted Nova but then, his optics took a new form of determination as he held his sword in his hand, "but today, at the edge of conquest, humanity has chosen to believe in the odd and powerful heroes that inhabit their world, to protect them. Today, the have put their faith in the Avengers to help see them through the storm and bring them home to safety." as Nova spoke, he was progressively getting louder and louder, "And now, on this day, we shall go to Earth and prove to humanity that we are there to help. One this day, we shall prove who were are, and why we're here!" Nova then thrust his sword into the air, the Autobots around him cheering in determination while also raising their weapons. One Autobot sighed as he elbowed a Predacon next to him.

"Ugh, you just want to die for the guy," said the Autobot in good humor, "Now that's leadership. Or brainwashing or something."

"AUTOBOTS! ROLL OUT!" bellowed Nova as he transformed into his truck mode and drove right into the portal. Behind him, the remaining Autobots also transforming and roaring into the portal. Outside the Spacebridge port, the mighty ship had just finished picking up the Autobot Destroyer's and was now heading to another Spacebridge portal large enough to fit it.

* * *

 

Back on Earth, things could be going better for the Avengers. While the Ultrons did provide a good leg up against Kang's forces, they wouldn't last very long, but instead of letting this get to them, the Avengers used this to their advantage to figure out how Kang's forces are able to remain in the time period. I was discovered by Ant-Man that the inasion ships had a sort of spacial anchor that kept the ship and the Scarabs it dispatched in the time peroid. All the Avengers needed to do was to shut down and/or blow up the anchor in order to eliminate the ship and Scarabs.

It was working, but it was becoming increasingly harder to do now that Kang was aware of their strategy. On the ground things were not going well for Carol, Cap, Jazz, Hawkeye, or Mockingbird. They were all getting pretty exhausted from fighting for so long, taking a few hits thanks to their fatigue and were not sure if they can keep this.

"How much longer do you think Nick needs to take?" aske Mockingbird to Jazz as she used her staff to impale a Scarab right through the head before he flipped off the robot and let it explode.

"Not sure, just gonna be glad he comes back and maybe brings some help." answered Jazz as he used his nunchucks to slice apart a Scarabs arms before splitting the head in two.

"He'll come, I know it." said Carol with determination as she flew through a Scarab and blasted another to pieces. While Carol's attention was diverted, one drone was able to get in close and grab her. She cried out in surprise before it slammed her into the ground. Groaning, the SHIELD agent pushed herself up to see three other Scarabs had surrounded her. Carol was instantly back to her feet, letting her entire body relax as the machines fired at her from their optics. The energy may have hard to absorb, but she managed enough to absorb the blasts for a short time.

It was then, the roar of a portal erupted above the battle. Each Avenger looked up to see Nova Prime drive out of the portal and transform mid air. Extending his wings, Nova flew down and sliced all of the Scarabs in half. In a kneeling positon, Nova turned back to human and shrunk down to stand before Carol as each robot fell backward and exploded.

"I had them, thank you." said Carol as she placed her hands on her, sounding slightly frustrated that Nick stole her kills.

"And I finished them." replied Nick in a cheeky manner. While Carol tried to hold an annoyed expression she couldn't and chuckled while pulling Nick into a hug, which he greatly returned. Once she broke it off, Cap and the others just arrived. Hawkeye being the first to ask the much needed question.

"So did you get back up?" asked the Archer. Nick only smirked behind his mask and pointed back at where he emerged from the portal, which still hadn't closed. While noise of explosions, gunfire, and the ocassional scream of fear did occur in the background, the low rumble of something coming through the portal really drew their attention. From the swirling vortex, a massive army of Cybertronians emerged, some carrying weapons whilst others were in their vehicle modes and drove down to the street or flew into the air.

"Yeah! Let's take the fight to these cheap rip offs of robots!" shouted a burly red Autobot, he had a large tank barrel sticking out of his chest while, resting in his right arm was a large minigun which he instantly opened fired with when he saw the robots. Dozens of Autobots poured out of the portal and began to fight the Scarabs. Nick smiled while Carol and the other Avengers were left shocked. Jazz, meanwhile, laughed and pat Nick on the back.

"You never fail to disappoint, Nick." said the Autobot as he watched his family come to the fight. In the sky, anothe portal opened up and a large silver ship emerged. The arms of the ship were pulled back, but when it began to slow down, they moved into a vertical position. Once it stopped moving, turrets all along the arms of the ship and ontop of the upper hull and underside transformed out and opened fired on several Armada ships. Hundreds of aAriel Scarabs were destroyed when the ship opened fired.

The people of New York began to cheer as they saw the Autobots fight off their invaders. Nick smiled but got rid of it as soon as it appeared for a more serious expression. "What's the best way to defeat this things?" asked Nick to Cap.

"Ant-Man said that each ship has an anchor of somesort keeping it in this timeline. Destroying the anchor will cause the ship to leave the timeline, taking the robots with it." answered Cap. Nick nodded and pressed down on his comm.

"Autobots, listen up. Just got info on our targets. The Armada ships are held in this timeline thanks to some sort of stasis anchor. If you destroy the anchor, the ship will return to it's own time," said Nick as he began giving orders to the listening forces, "Bumblebee, you and a few soldiers are on rescue duty. Don't bother trying to hide you're an alien, they'll be thankful for the rescue. Wreckers, your on crowd control. You see any Scarabs causing trouble, take them out but keep collateral damage to a minimum, people still live in these buildings, they would like to head home. Dinobots, you're charged with helping Grimlock protect the Xavier Institute and helping the X-Men. The rest of the Autobots will help the Avengers keep the fight focused on us. We need to keep Kang's attention here and off the rest of the world."

While Nick was giving orders, Cap, Mockingbird, and Hawkeye were pretty surprised to see Nick take up leadership so well. "So this is what a Prime leads like." said Mockingbird, though she was very impressed to see the level of skill Nick possessed when giving orders.

"Primes are built that way." said Jazz, but Carol knew Nick and how he could think, or mabe a little, and she could tell and somehow feel something was bothering him. Even though despite the new forces, the new tactics, and moral boost, she couldn't help but feel that Nick was trying to hide something, like a small fear in the back of his mind.

* * *

 

In space, Kang was not very happy. He had been receiving reports from several of his men that his Armada ships were being destroyed. This did not bode well for his conquest. In the future, there was nothing so when the ships were sent back, they were destroyed, never existed. At the given rate, however, he would still manage to conquer the Earth. But at the cost of several ships, ships he would need to defend the Earth.

However, more bad news came his way when anothe report came in. "Lord Kang," began one of his technicians, "Our ships have detected a trans-spacial annomally ont he planet's surface. It is Cybertronians." Kang instantly turned around, not sure if he misheard the technician or he did and was denying the truth. The assistance of Cybertron was an unforeseen development. This could cost him his empire.

* * *

 

Back in the Assembly Hall, Iron Man, Ratchet, and Soundwave have spent hours trying to find Kang and so far, they made zero progress. While Soundwave was capable of containing his irritation, Ratchet was muttering some things in Cybertronian that are really not appropriate while Iron Man was flat out angry.

"Nothing. All this technology, and have nothing!" seethed Iron Man as his fists shook in anger. After looking at a screen for the last hour, finding nothing on every inch of the Earth, he finally reached his limit, "WHERE ON EARTH ARE YOU!" the Armored Avenger slammed his fist down onto the table, cracking it and causing the holograms that were being displayed on it to short out and vanish. Ratchet was less than happy to see his screen vanish.

"Stark, we needed that!" admonished the doctor as he threw his hands down on annoyance. Stark, however, only let out a frustrated sigh and sat down in a chair, rubbing his face. However, what Iron Man said was not lost on one of them. Soundwave picked out two words: on Earth. Quickly calculating the chances, Soundwave beeped a few times to gain the other's attention.

"If you have something to say, Soundwave, just say it." snapped Tony, but was quickly widening his eyes at what he saw. On former Decepticon's screen was a clipart version of Earth with a circle and line across it with an image of Kang above the Earth. While it may seem random, the two scientists quickly pieced together the TIC's meaning. What if Kang wasn't on Earth.

"JARVIS, give me all scans of space in the last twenty-four hours," requested Iron Man, "full spectrum analysis."

"Focus specifically on Geosynchronous orbit over North America as well." added Ratchet, quickly following along with Iron Man and Soundwave. After a second, a hologram of space that was above North America appeared, while at first, nothing seemed to happen, that changed when the sensors detected an anomaly. With Soundwave's help, the screen became clearer and zoomed in on one specific area. In a few seconds, an object could be discerned, however, it was not just any object, it was a ship: it was Damocles.

"Iron Man, Ratchet, and Soundwave to the Avengers," said the billionaire as a grin of satisfaction spread across the inventor's face, "we got him."

**_TO BE CONTINUED..._ **


	19. The Kang Dynasty

_**Chapter 19: Kang Dynasty** _

**_Outside Westchester County, North Salem_ **

The battle for Earth had now taken a fairly large stalemate. The Autobots that had come were spread thin, but across the world, they held cities strongly against Kang's forces. One such city was New York, where the X-Men had journeyed out from the Institute to lend a hand defending the people. If it was just because it was the right thing, or to help put mutants in a good light, or just because some were itching for a good fight, it didn't matter, they were there and willing to help. Grimlock and Laura were sticking close together, Petra had wanted to come help, but she was too young and inexperienced to fight so she stayed behind with Emma, Forge, Nightcrawler, and Beast. But before Grimlock left, she made him promise to come back and play a game with her. How could the Dinobot refuse?

Right now, Grimlock and Laura were fighting back to back against Scarabs, almost fluidly as the slashed and destroyed whatever robot came their way. Wolverine was close by, fighting alongside Cyclops against several Scarabs while Storm, Shadowcat, and Ice Man were holding their own against more robots. With the Dinobot and clone, things were going extremely well, not only did they seem to know what the other was going to do before they did it, it was as if they were sort of dancing in combat.

"On your left!" shouted Grimlock as he threw a Scarab at another that was behind Laura. The mutant ducked and allowed the machine to sail over her and slam into the foe that tried to sneak up on her.

"I didn't need your help you know." snorted the clone as she dodged a blast from a Scarab and rolled up close to the robot to slice it lengthways. The robot fell back and exploded.

"Sure you did, Talon." said Grimlock with a bit of amusement. Laura had a rather shaky start in the X-Men, a few of them were a little anxious of the clone, knowing how dangerous she was, but trusted Grimlock's judgment and allowed her to stay. Shortly, she became friends, and I use that term loosely, with Kitty and Bobby, she was okay with Forge, Beast, Nightcrawler. Emma and Wolverine, on the other hand, they had some somethings to work out.

But right now, the Dinobot, in his robot mode, Laura, and the other X-Men were still fighting against the robots which seemed to have no end in their onslaught. While the mutants held their own, they were slowly being boxed into a corner at the side of a building. Grimlock's size proved to be a huge help, but so did Ant-Man's who was even larger than the Cybertronian, but even he wouldn't last very long against the sheer numbers. So it was here that all of the mutants and Dinobot were surrounded with nowhere to go.

"What now, Cyclops?" demanded Wolverine as he kept his claws raised as the robot's eyes began to glow. Before the mutant could even respond, they heard several screeches as glowing orange projectiles flew down towards the robots. When they impacted, it caused a large explosion that sent pieces of whatever Scarab caught in the blast flying into the air. Grimlock raised his shield just before the explosion occurred, shielding his girlfriend and his teammates.

"WOOO! GRIMLOCK, HOW YOU DOIN'?!" shouted a familiar voice to the Dinobot. Grimlock instantly lowered his shield to see a mechanical red, gold, and silver Pterodactyl fly down. It fired more explosive bombs at the Scarabs surrounding the group of heroes, destroying them.

"Swoop?! Is that you?" called out Grimlock, seeing his comrade alive.

"The one and only, boss! But not the only Dinobot!" replied the Cybertronian as he flew down to the ground and transformed. On landing, Swoop's wings were still out but attached to his back while the head of his Dinosaur mode acted as his chest. He had a pointed head with a blue visor and mouth guard. He was about the size of Thor, standing nine feet tall, but not nearly as huge as Grimlock.

The other X-Men were pretty surprised to see the Dinobot arrive, but even more so when they felt the ground rumble slightly. From the left, they saw a mechanical Triceratops charging in, impaling its three horns in whatever Scarab unfortunate enough to be in his way. The Dinosaur came to skidding stop as it transformed and landed in a front roll before standing up straight. His robot mode stood around ten feet tall and was primarily colored burgundy, silver, some red lights across his body while he had a red visor. His chest armor looked like the lower jaw of the Triceratops while the back had the two horns pointing straight up and the small horn remaining where it was. The legs remained closely similar to the same as his Dino mode, except he was anthropomorphic.

"Nice to see you in the land of the living, Grimlock," greeted Slug as he crossed his arms across his chest.

"How are you guys alive? I mean, the last I saw you Swoop, and Snarl, I was heading to destroy Shockwave's tower." asked Grimlock as he recounted the last moments before he wound up on Earth. Before the Dinobots could answer, the sound of more Scarabs drew their attention and the attention of the X-Men. The Dinobots chuckled at the sight and returned to the Dino forms.

"Why don't you guys have this conversation after the invasion," suggested Wolverine as he brandished his blades and got ready with the rest of the X-Men. Grimlock nodded and transformed into his T-Rex form and roared into the air, a small stream of fire erupted from his maw. Laura then took the opportunity to get onto Grimlock's back and ready her claws for the coming fight.

* * *

 

**_New York City, New York_ **

Across the planet, the battle had heated up with the aid of the Autobots, but the fight was far from over. In New York, Nick and Carol were on the streets, clearing out any remaining Scarabs that managed to escape the initial fight. Along with the help of several Autobots and Team Prime, things were looking good in this city. The two teens were fighting a small pocket of Kang's drones, with the help of Warpath, Ironhide, Hound, Bumblebee, Drift, and a few others. SHIELD Agent and Prime were nearly fighting in perfect sync.

When the firefight first started, it was mainly ranged combat, the three trigger happy Autobots providing cover fire while Nick and Carol took out the ones that got too close. But that left them open to being surrounded.; too bad for the Scarabs because they were almost instantly shut down from any attack they made on the two young adults. Nick and Carol would fire blasts of energy over each other's shoulder before aiming at another Scarab, fighting almost perfectly.

"After we're done with this invasion, I am taking a very long vacation," commented Nick as he blasted a Scarab away from him and his girlfriend. Carol only snorted in amusement as she punched one robot into another, causing both to explode.

"You getting tired, Buckethead?" asked the SHIELD agent teasingly while she glanced over her shoulder at Nick. The Prime only laughed at the jab.

"If you two flirterers are done, we could use a hand!" shouted Ironhide as he raised both his wrist cannons and fired at a few Scarabs, the machines exploding as soon as the shots connected.

"You mean you need help old timer?" quipped Warpath as he sprayed his Gatling gun at a few dozen robots before firing his tank barrel to destroy two Scarabs at once.

"Hah, look at mine falling down." retorted the seasoned warrior as he took out a nearly five at once with a single shot. Warpath only laughed in response.

"Keep dreaming, old timer. I'm two up on you."

Both teens rolled their eyes watching the two soldiers bicker, but not long after that, the Prime's I.D. went off and Nick went to answer it. "Yeah?"

 _"Kang's ship is moving closer to the Earth,"_ informed Iron Man as he called in all available Avengers to the Mansion to assist in taking the fight to Kang,  _"Scans have also detected a large energy build up. That things getting ready to fire."_

Nick's eyes widened at the update. If firing a weapon from the altitude, the explosion would be the last of their worries. The Prime turned to look at Carol, but he saw the understanding look in her eyes. She knew that he was needed in order to finish this fight, one way or another. Carol then stepped towards Nick and took off his helmet to give the Prime a passionate kiss. He was caught off guard for a second before he returned it. About three seconds passed before Carol broke off the embrace.

"Just promise me you'll come back." requested the pilot, leaning her head against his.

"I promise." swore the Prime as he took his helmet back from her and put it back on. Turning around, Nick leaped into the air and shot off in the direction of the Avengers Mansion. Carol watched him leave, with a slightly sad look in her eyes but she knew, he would keep that promise, but something was still bothering her, like a nagging in the back of her mind that said Nick was hiding something and it scared him. She didn't know why she felt guilty, shocked, and saddened, but she just did.

"You love him don't you?" asked Bumblebee, causing the blonde to squeak in surprise and spin around to see the scout turn cop giving her a knowing, but sympathetic look. At first, Carol looked ready to deny that she had those kinds of feelings, but sure, they were dating but did she really love him. After seeing him put so much on the line for her, willing to be patient with her insecurities, and looked at her for the way she truly is and not just as a woman, but a woman who was stronger than most others, both figuratively and literally. But she couldn't deny that she felt safe around Nick like she could finally let down her guard and just be her.

"Yes, yes I do." admitted Carol as she looked down slightly but returned the look to the former scout. Bumblebee just gave her a kind grin.

"You, Miss Danvers, are one lucky girl because it's pretty clear he has the same feelings." said Bumblebee with a chuckle as he walked away firing his twin wrist blasters at several Scarabs. Carol smiled lightly, before she turned back o where Nick had left, seeing him in the far distance.

* * *

 

In Nick's mind, this fight must end, it had to. So much destruction had been caused by a Conqueror's ambition to save this world, but what he was doing was wrong, forcefully taking control of a planet would not bring it to peace, it would only cause some people to rise up and revolt against Kang. He would not see the lives of innocent people be lost in civil war, which is why this invasion was going to end, one way or another, this fight was going to stop today. As Nick was flying back to the Mansion, he made a quick call to a few specific Autobots.

"Silverbolt, I need you and the other Arialbots to assist the Avengers with getting to Kang's Base. We could use the firepower you five are packing." requested Nick as he landed outside the Mansion and ran through the front doors full speed.

 _"Don't worry, Prime,"_ said Silverbolt, the leader of the squad,  _"We'll have your back and the Avenger's all the way."_

 _"If you think I'm going to sit this one out Nicholas, you're daft in the helm."_ said a familiar British voice.

 _"Yeah, Jetfire and I are coming along as well."_ said another voice, butting into the conversation. Nick chuckled as he ran down another hallway till he arrived at the elevator entrance, which was already open to allow Nick to go down to the sublevels where the other Avengers were waiting for him.

"I really appreciate the help, Breakaway. As well as you, Jetfire," thanked Nick as the Elevator descended down into the sublevels, "Teletran will supply you with the information on where to meet up with the other Avengers. Just be ready to leave on the dime, the clock is ticking."

 _"Roger that, Nova,"_ said the three Autobots in unison as Nick ended the call. As soon as he did, the elevator doors opened and let Nick out. The Prime ran down the hallways, sometimes sliding around a corner and sprinting down a few more corridors. After a minute of running, Nick caught up with the Avengers, they were all getting suited up with specially made space armor created by Iron Man. The armored Avenger was wearing a red and silver armor, waiting just outside the changing room. Nick jogged up to the inventor, giving him a nod, which he returned. After a minute, the Avengers all stepped out of the changing room, all wearing similar armor suits, painted red and white, but what defined them were the designs made in the armor.

"You ready?" asked Nick, seeing all the Avengers gathered. He received several nods and a thumbs up from Jazz, who was not wearing an armor since he didn't need one. Nick didn't need an armor as well since his Cybertronian DNA didn't require him to breathe, so he went with just his armor. Soon all the Avengers were walking towards the Hangar Bay. Ultron had been waiting patiently by the doors leading out before he too, joined them in their march. When the sliding doors opened to the hangar, they saw the Aerialbots waiting on either side of the gangway to the Quinjet which was waiting for them. They had their weapons in hand and stood at attention. The Avengers passed the Aerielbots, but they soon trailed behind the heroes after they passed.

The Avengers all boarded the Quinjet and the vehicle was lowered into the launch zone before it was submerged in the water. The Aerialbots and the two flyers remained outside the aircraft and transformed under the water into the jet fighter modes.

* * *

 

**_Damocles Base_ **

Aboard Damocles Base, a targeting computer was locked onto Avengers Mansion. Even from this distance, Kang's ship had pinpoint accuracy. While it seemed like a better idea to take out the Knight Ship the Autobots brought with them when they came to assist Earth and the Avengers, given that it was deploying Autobot Destroyers at battles where Kang's forces were most prominent, the Conqueror's grudge against Nova Prime overrode his critical thinking, but not by much since he was intelligent enough to know to not allow his emotions get the better of him.

While dozens of technicians were typing away at several consoles, one had been observing the holographic screen that had the Avenger's Mansion under a set of crosshairs. Seeing that the ship was locked on target, he turned away from the screen and began to walk towards Kang, who was seated on his throne. Around him, several advisors stood, conversing amongst themselves, paying no mind to the approaching technician. Soon, the follower stood before Kang and kneeled down in a sign of respect.

"Lord Kang," began the technician, "the target is locked." While the news was indeed good to Kang, he did not display and satisfaction. But instead uttered on order.

"Fire."

Outside the ship, the four rear fins began to glow at their tips. This wasn't the actual weapon, no this was the targeting system. The actual weapon needed to charge up a little longer before it could level the Mansion and the surrounding area. Suddenly, after a few seconds, the targeting lasers fired down to the planet.

* * *

 

**_Avenger's Mansion levels, Launch Station_ **

Back on Earth, the Quinjet and Aerialbots just launched from the undersea launch tube and banked up. From the river, the Quinjet erupted from the water and shot into the sky. The Aerielbots following behind just a few yards away. None of the Avengers said anything as the Quinjet ascended into the atmosphere. The only noise that went through the aircraft was the rumble of the engine and the sound of the air whipping past the wings and frame of the jet. After a few moments, Nick turned to look at Jan.

"You having anything planned after this?" asked the Prime to the insect-themed heroine. Wasp turned to look at Nick, seeing the slightly nervous expression on his face but gave him a reassuring smile.

"No, how about you?"

"When Kang first came here, Carol and I were about to go out for brunch. But since an archer called me down to see Iron Man get beat up by Cap, I had to skip out on it. But not before swearing to take her out for dinner next week," admitted Nick, but he then looked off to the other side, in a slightly downcast expression, "I just hope we can survive this and come home safe."

"Don't worry, Nick, you'll go home to see your girlfriend." comforted Jazz, while he would have pat the Prime on the shoulder for some form of reassurance, he couldn't because a number of g-forces were pressing him into his seat. Nick nodded before he returned his gaze forward, watching as the sky began to change color slightly. After a few more seconds, cap glanced at Iron Man.

"How much time do we have?" asked the Super Soldier, but just after he made the question, the sky lit up and four beams of light shot down past the Quinjet. Iron Man instinctively pulled the jet out of the way while the Aerielbots banked out of the way as well.

"Not enough," answered Iron Man in a grim tone as he saw the lasers come down around the mansion.

 _"What the scrap is that?!"_  shouted Air Raid in a surprised and slightly annoyed tone. Hawkeye decided to take a shot at answering that question and lowered a panel to allow him to look through a window and look back at the ground. On the ground, the four lasers were forming upon a single point: the Mansion.

"It's a targeting beam," answered Hawkeye as he quickly remembered something similar that sharpshooters use when they use a rifle or handgun, "kind of laser sights on a gun. A really big gun."

 _"Iron Man, any idea on what it's targeting?"_ asked Jetfire, the seasoned flyer pulled up to the side of the jet, flying about as fast as the jet itself. Iron Man didn't even bother trying to sugar coat it, he just decided to give them the straight answer.

"Uh, yeah, us," answered Iron Man. Everyone in the Aircraft could hear the British-accented Autobot sigh in annoyance.

_"Oh, lovely."_

However, one piece of information was more important to Ant-Man then their safety at the moment, "But we're right over the city," said the pacifist as he began to run a few possible scenarios in his, "a blast that size could level everything!"

 _"Pretty sure that this Kang dude doesn't really care,"_ said one of the Aerialbots, not in a tone that showed a lot of surprise,  _"He wants you guys gone, one way or another. And I don't think he cares who gets put down in order to do that."_

However, if there was one Avenger who wasn't going to allow that, Thor was the first out of his seat. Nick saw the Thunderer head to the airlock and open the hatch, letting a huge gust of wind into the cabin as it lost pressure almost instantly. Despite the roar of the wind, Nick could make out what the Prince was saying.

"Nay," stated Thor as he leaped out of the Quinjet.

"Thor!" shouted Wasp as she saw the Thunder fly ahead of the Quinjet, this caught Nick off guard, neither he or any of the other Avengers had seen the Asgardian fly as fast as he is now.

 _"What the heck is he doing?"_ asked Air Raid over the comm., having seen the Thunderer shoot into the sky faster than he or any of the other Aerialbots would have guessed. Nick adopted a somber expression on what he was doing. Thor was going to save everyone, even if it meant at the cost of his own life. Thor was about three hundred yards away from the Quinjet, but thanks to Nick's enhanced vision, he could see the Prince spinning his hammer, generating a massive amount of electricity. His hammer began picking up more speed till it became a blur of light and he shot forward. Right above him, a massive green laser came down from the heavens.

When the two forces connected, there was a massive flash of energy that had Nick and the other Avengers reeling back in surprise as their vision was suddenly dotted with small black dots. After a moment, Nick could see clearly again, but he did not like what he saw. From a cloud of smoke, Thor came tumbling back to Earth. Iron Man banked the Quinjet out of the way, thinking Thor would regain himself, but the Prince did not.

"He's still falling!" exclaimed Wasp as she saw her friend and teammate continue to plummet to the ground below, "We have to go back!"

"We can't," replied Iron Man, Wasp looked ready to protest, but Nick reached over to place a hand on her shoulder.

"Iron Man's right," concurred Nick as he held shut his eyes, really not enjoying what he was saying, "Thor provided us with an opening to get to Kang and stop all this madness, but I'll be damned if I see him die." With that, Nick reached up to his comm. and contacted Breakaway, "Breakaway, this is Nick. I need you to split off from the group and head back to catch Thor."

 _"Roger that, sir."_ said the flyer as he banked away from the group of Aerialbots and single Ultron since only one was able to survive the initial assault. The Autobot then went into a nosedive, speeding past the Prince of Asgard before he transformed midair. From his back, a large thruster was keeping him stable as he slowly descended, catching Thor gently before increasing power to his engine to slow them both down,  _"I've got him, but he's out of it. Heading back to the Mansion to hand him over to Ratchet for care."_

"After you're done, head back outside and help out any Autobots or SHIELD forces that are in need. We'll take care of Kang." responded Nick as he let out a sigh of relief, hearing that Thor was going back to very capable hands for recovery. The Prime then refocused on what was in front of him, space. The Quinjet and Aerialbots plus Ultron had broken through Earth's hold and were now in space. While the starry sky was beautiful, they didn't have time to look at nature, they had a job to do. In the distance, the group of heroes and Autobots could see Damocles base, Kang's fortress, and command center.

* * *

 

**_Geosynchronous Orbit_ **

Aboard Damocles, technicians were in full work mode as dozens of systems were damaged and shields had fallen to nearly fifty percent strength. When they fired the weapon, they didn't think it would, or could, be deflected right back at them. So now, dozens of subsystems were sparking, damaged from the impact of the blast while the shields were reduced significantly.

"Report!" demanded Kang, having felt the impact of the reflected blast of the Damocles weapon while also several consoles were smoking around the bridge, the lead technician was reviewing the extent of the damage and could only gasp in shock at what he saw.

"I-I don't understand," stammered the technician, "This era's technology isn't capable of-"

"What. Happened?" demanded Kang, cutting off his followers self-muttering while he tried to figure out what exactly happened. The technician turned around to face Kang, a little bit afraid to tell him what happened, but to his credit, was able to keep his composure as he kneeled before Kang.

"Something deflected the Damocles weapon back at us," explained the technician. Kang only raised an eyebrow in surprise but then furrowed at what the man said next, "The weapon is offline." The Conqueror narrowed his eyes, while he will admit, Cybertronian technology is advanced, even in his era, it is still very old. He theorized that it may have been the Knight Ship that came to the planet that reflected the weapon's ray back at them, but that wasn't true. But Kang didn't know that, instead, he turned his attention to the viewing screen in front of him, seeing a blown up image of the Avenger's Quinjet along with several unknown aircraft and an android of some make heading right for his ship.

"The Avengers and Autobots." spat Kang angrily as he saw the reason why his timeline no longer exists. Kang would make them pay for what they had done to his empire and his love. Clenching his fists, Kang rose from his throne fists high above his head, "Launch Scarabs! Destroy them!" Without any hesitation, the technicians did exactly that.

* * *

 

Several sections of the hull retracted to reveal dozens of launch tubes. From those tubes, hundreds of Aeriel Scarabs were sent out into the void of space. The numbers of the Scarabs were easily increasing as the remote drones flew to the Avengers and Autobots. The closest opened fire on both parties. The Aerialbots returning fire as soon as it began. The Quinjet, however, was more focused on not being hit because this was their ride back home after the fight was done. Iron Man was proving to be a very competent pilot as he banked, rolled, and maneuvered around the Scarabs with ease. Though, if Nick had to guess, he was getting some help from JARVIS. However, that did not stop some flak from hitting the aircraft, causing it to shake around slightly.

Inside the Quinjet, the Avengers were holding onto various objects to stabilize themselves with the shaking and explosions. Iron Man was holding onto the controls with a death grip, while Cap, Nick, Hawkeye, Wasp, Ant-Man, and Jazz were hanging onto the seats. And Hulk was using his long arms to press himself against the wall and floor while still remaining seated.

"This seems like this is going bad," stated Wasp as she called out over the explosions.

"Could be worse. We could be facing down Trypticon with only a few weapons and our wits," reassured Jazz, but he only received a confused look from several Avengers while Nick rolled his eyes.

"You sure it's a good idea to mention that monster at a time like this?" asked Nick as he gave the Autobot a deadpanned look. Jazz only shrugged as he continued to hold onto his seat as another explosion rocked the Quinjet. Hawkeye was getting kind of tired of being shot so he decided to put a little suggestion in.

"I don't want to backseat drive but you may want to consider firing back," suggested the Archer. Just then a Scarab that was going in from the right flank of the Quinjet, aiming to remove the Avengers was suddenly blown up thanks to Jetfire. The white and red Autobot flew beside the Quinjet to give his own opinion.

 _"If that Aircraft has any weapons, we sure could use the extra firepower."_ requested the Air commander as he flew off, firing at more Scarabs, taking dozens of ships out of commission. Iron Man didn't say anything, even as both requests were directed at him, instead, he reached up to a few keys that were on the overhead panel and pressed down on one of them. To the left of Hawkeye, a targeting computer switched on while a set of controls extended.

"Be my guest," quipped the Armored Avenger, though his mask hid it, everyone in the Quinjet could guess that he was smirking behind his mask. Hawkeye's chair turned to the controls and the Archer looked at the controls in awe before that awe turned into excitement.

"Cool," breathed the Archer as he took hold of the controls, his chair shifting forward to allow a more comfortable hold on it. From the top of Quinjet, a mounted turret appeared and the weapon systems began to power up.

The Aerialbots formed up with the Quinjet and joined in on the shoot out. Hawkeye took the first shot and destroyed a Scarab with pinpoint accuracy. As the battle raged on, the Aerialbots were effectively putting their ability to transform from robot to jet modes to incredible use. Silverbolt flew towards on Scarab and transformed into his robot mode to allow him to grab onto the wing of the drone. Taking out his Pathblaster, he shot the wing right off before ditching the robot so it could crash into another drone. Air Raid was flying around several Scarabs, firing his turrets at a rapid-fire pace, destroying several without any problems. Slingshot was doing a game of chicken against one drone, both firing at each other. However, the Autobot was easily able to dodge the shots and get a hit in so that the Scarab spiraled out of control before crashing into another Scarab.

Even with the quality of soldiers and pilots at their side, the Avengers were barely making any ground, proverbially speaking, to Kang's ship. Captain America knew this as he turned to give Iron Man a look. "We're not going to make it at this pace!" advised the soldier, having seen enough fights in the war to know how this one would play out if they didn't change their strategy.

"You're right," agreed Iron Man as he stood up, "Take the controls."

As Iron Man was walking to the back of the Quinjet a second set of controls flipped out in front of Cap. The soldier took hold of them and began to pilot the Quinjet. When he woke up and joined the Avengers, Cap liked to keep things traditional, but that didn't mean he wouldn't learn new things. One thing he learned was how to pilot a Quinjet. Safe to say, he surprised a lot of people when they saw how fast he learned to fly the futuristic jet. Right now, those skills were going to be put to the test, but Iron Man had a plan to help take some heat off Cap.

"Let's go!" said the Armored Avenger as he looked at both Wasp and Nick. The Prime nodded while Wasp looked a little nervous.

"Y-you mean Hulk, right?" asked the heroine as he pointed her thumb at the Jade Giant behind her. Hulk on scowled at her, clearly not appreciating being volunteered by her to go outside, especially when she knows Hulk can't fly. Nick laughed as he stood up.

"Don't worry, Jan," reassured Nick as he stretched his hand out to her, "I'll watch your back."

 _"And don't forget about us, we'll cover you."_ added Silverbolt over the comm., as he flew behind the Quinjet, defending Ultron. Wasp sighed as she stood up and headed to the airlock in the back cabin along with Nick and Iron Man. Once in the back, the doors to the seating area closed and the airlock removed all the air so to allow the Avengers to exit the Quinjet safely. Nick's body glowed, acting as a shield against the pressure of the airless void that is space. With all the air removed, the doors opened, and Iron Man, Wasp, and Nick exited the Quinjet. No longer in a confined environment, Nick's body glowed even brighter as he transformed into Nova Prime. For the entire course of the Invasion, Nova left his Hyper Mode on, seeing as how constantly taking it on and off would take too much time.

With three in space, Nova took a second to get used to the feel of zero gravity. While he was doing this, Wasp was having a small out of body experience as she saw the Earth in front of her. Nova also saw the Earth and took a moment to gaze at his home. He had seen plenty of pictures of the small planet on the internet, but in real life, the view was breathtaking.

"I can't believe I'm in space!" gushed Wasp as she looked around in awe at the number of stars around her and the planet bellow. Iron Man, however, had to remind her of something.

"Jan, Jan, focus," said Iron Man over the comm. so she could hear him, "You've got the space armor on. I designed it to work with your stingers. We have to clear the path for the others."

"Iron Man's right, Cap, Hawkeye, Hulk, Jazz, and Ant-Man are depending on us." added Nova as he took out his Decepticon Hunter and extended his long sword. Now, using a sword in an air fight may not seem like a good idea, but everyone present knew better than that about this particular weapon. The blade began to crackle with lightning as Nova activated the unique feature this weapon possesses. However, before any of the Avengers could head out, the Aerialbots flew over to them, Jetfire opting to remain by the Quinjet to act as a guard.

"You've got our help on that." said Air Raid as he transformed in space, along with Silverbolt, Fireflight, Skydive, and Slingshot. All of the Aerialbots had thrusters on the bottom of their pedes while their right arms were some sort of weapon. Wasp nodded, understanding the seriousness of the situation.

"Let's do it!" cried out Wasp in determination as she flew right at Kang's ship. Slingshot elbowed Fireflight as he had a small comment about the woman.

"Remains me of how we used to be." said the Autobot as he flew at Kang's ship, following Nova and Iron Man, who both shot off after seconds after she left. The Aerialbots rolled their optics as they followed behind. Wasp was the first to get in range with any Scarabs, stingers glowing at full charge. She then fired two stings at two separate Scarabs. While when she was smaller, her stings wouldn't have done any damage, at this size, and thanks to the help of the Space Armor, her stings were much more powerful and easily destroyed the Scarabs. Jan saw the destruction of both machines, a little surprised at first, but that surprise turned into satisfaction as she charged her stings again.

"Now we're talking." she remarked while flying further into combat. Around the group of Autobots and Avengers, Scarabs flew around, trying to distract them to allow other Scarabs to attack, but this strategy was not very good because, Nova, Iron Man, and Wasp were firing back to back, taking out dozens of Scarabs with brilliant accuracy. The Aerialbots were using their superior speed and skills in flight to out maneuver the Scarabs, taking out hundreds of machines with ease. However, this only proved to a temporary solution as a massive wave of Scarabs formed up and were heading to the three Avengers.

"Uh, Nova, we could use that fancy sword of yours!" panicked Wasp as she saw the wave of Scarabs heading right for them. However, Nova only smirked as he opened his mouthguard.

"We don't need it." answered the Prime plainly as he looked at the Aerialbots, each one seeing the glint in his optics and the smirk on his lips. The Autobots all grinned as they looked at each other.

"Well, you heard the Prime," said Air Raid, before he turned to Silverbolt, "You're the boss. Call it!"

"Aerialbots!" shouted Silverbolt, addressing all of the soldiers. "Form SUPERION!" This statement sent both Iron Man and Wasp through a loop of confusion; before they could ask either Nova or the Autobots in question, they transformed into their jet modes, but the surprises didn't stop there. The jet modes of each Aerialbot began to shift and change, becoming slightly larger, Silverbolt being the largest among them, a total size of twelve feet in height and seven feet in width. The remaining Aerialbots were transforming into structures that looked suspiciously like limbs. Air Raid and Skydive appeared to be a set of legs while Fireflight and Slingshot formed a pair of arms. Soon all the limbs combined connected to Silverbolt, having completely transformed. Suddenly from the limbs, a set of hands emerged from the stumps that were both Slingshot and Fireflight. And from the top of Silverbolt, a black and red head with a red visor shifted out. The visor blared brightly as two columns of fire erupted from the soles of both peds.

 **"SUPERION ONLINE!"** bellowed, the combiner as he raised his right hand and clenched it tightly into a fist. Iron Man and Wasp were both staring shocked at what they saw. Five Autobots combined into one giant machine. Standing nearly thirty feet tall and ten feet wide. It looked a little mismatched with the vehicles, but each jet was similar to each other so it was similar enough.

"Superion, provide cover for the Avengers to break through to Kang's ship!" shouted Nova to the massive Autobot.

 **"UNDERSTOOD."** replied Superion. Raising both fists to aim at the coming wave of fighters, the combiner open fired on the Scarabs, shooting a combination of both laser blasts and missiles at the drones. Dozens of explosions filled the darkness of space. Iron Man and Wasp were still shocked to see the combiner take out the drones with ease. However, the inventor was able to shake himself out of his stupor and look at Nova. The Prime looked satisfied to see the surprised expressions that they had.

"You are so letting Ratchet let me see a Cybertronian's T-Cog after this." stated Iron Man. Nova rolled his optics as his battle mask snapped shut.

"I'll consider it," replied Nova as he readied his sword for combat, "in the meantime, let's take out as many of these drones before Superion destroys them all." That sentence snapped Wasp out of her stupor and adopted a confident grin as she charged her stingers.

"Let's see how many we can take out." quipped Wasp as she flew into the fray, firing her stings at whatever Scarab was spared by Superion or got past the massive behemoth. Iron Man and Nova followed closely behind, taking out Scarabs left and right as well. With the combined firepower of Superion and the Avengers, the drones were soon pushed back, giving the Quinjet the opening it needed. The mounted turret was still firing at whatever Scarab it could find, taking out another one, proving the Archer's aim was always dead on.

"Yeah!" cheered Hawkeye, inside the cabin of the jet, seeing his target taken out, "that quenches it: I'm a good shot with anything."

"Then maybe you could find us a place to land mister confident." snarked Jazz, earning a light scowl from Hawkeye, but did not let it bring down his confidence as he switched the targeting system to scanning. He ran a quick but thorough scan of Damocles. Seeing that Hawkeye was looking for some sort of airlock, Cap flew closer to the ship, flying down the length of it with Jetfire and the Ultron unit. In space, Nova saw the Quinjet heading for the ship and quickly contacted Iron Man.

"Iron Man, I'm going to join the other team and get inside the ship. Can you and the others handle things out here?" asked the Prime, though with how much both Wasp and Superion were doing, plus the Armored Avenger's assistance, Nova really didn't need to ask.

"We got things out here. Go!" shouted Iron Man as he fired a few rockets at a group of Scarabs blowing them all to scrap. Nova nodded and shot off after the Quinjet. As he was getting closer, he saw a familiar jade giant outside the aircraft. He didn't need to worry because Hulk was wearing a special mouthpiece to allow him to breathe. The Quinjet, Jetfire, and Ultron were hovering just outside what Nova guessed was an airlock to the ship. That's when Hulk jumped off the jet and drifted towards the airlock. Over the comm., Nova heard Hulk grunt with determination as he raised both his fists and brought them both down onto the airlock, smashing the entire thing open. With nothing holding the air inside the ship, a huge rush of wind began blowing out of the ship, ripping the airlock doors off.

"Wasp, Iron Man, Superion, we're heading in." said Nova in the comm., as he, Jetfire, Ultron, and the Quinjet flew into the airlock. The Quinjet landed first, Nova and the others followed behind. Hulk was hanging onto the floor to make sure he wasn't sucked back outside. Nova landed on the ground, his peds magnetized to the floor to ensure he wouldn't also be pulled out. Jetfire did the same while Ultron landed and used whatever method it had to remain rooted inside the ship. Behind them, Wasp, Iron Man, and Superion flew to the opening in the ship to join their teammates, but, suddenly, a violet colored force field came up in front of the three.

"Hey!" shouted Wasp as she tried to slow down but bumped into the shield. Superion came close to crashing but steadied himself before that happened.

"Guys, we're cut off," reported Iron Man as soon as he saw the shield, "a force field sealed the breach."

 **"I CAN BLAST IT DOWN IF THAT HELPS?"** suggested Superion,  **"MIGHT TAKE A WHILE."**

"There's no time," disputed Iron Man, knowing that they do not have a lot of time before Kang does take over the planet.

 _"Iron Man's correct,"_ agreed Nova from his side of the shield, speaking to them over the comms.,  _"If there is one airlock, there are likely to be more. See if you can find another and get inside. Superion, I need you to defend Iron Man and Wasp and give them the time they need to get into the ship."_

 **"YES PRIME."** acknowledged the combiner when a few shots struck his armored back. Turning around, Superion saw a few Scarabs firing at his back. The shots were more annoying than painful as the combiner raised his arm and fired a salvo of rockets at the machines, destroying them instantly.

"I like this guy." said Wasp as she saw Superion take out more Scarabs.

* * *

 

**_Airlock/Docking Station, Damocles Base_ **

Inside the airlock, Hulk had taken off his mask, not needing it anymore since they could breathe aboard the ship. Jetfire, Nova, and Ultron made their way over to the other Avengers, who was just stepping off the ramp of the Quinjet.

"That was fun." remarked Hulk as he rubbed his fist, appreciating a door that could actually make him feel something when he punched it.

"Maybe you'll get to punch more doors like that, big green." suggested Jazz as he flipped his nunchucks in his hands. Jetfire noticed this and went over to the Autobot.

"Since when did you start using nunchucks?"

"Since Iron Man gave these babies to me as a house warming gift." quipped the smooth Autobot.

"Jazz, Jetfire, stay focused, we have a job to do." admonished Nova as he shrunk down to his human form, his cape billowing behind him as he walked forward.

"What is the plan?" asked Ant-Man, sure they had gotten onto the ship, but they never really planned on how they are going to stop Kang. Like, the guy is a master of time manipulation, so how are they supposed to beat that?

"We defeat Kang, one way or another." replied Nick as he took out his Decepticon Hunter, the weapon began transforming. Instead of turning into his regular long sword, Nova opted for a Poleaxe or a Halberd.

"Ah yes, violence first." grumbled the pacifist. However, the pacifist was going to have to get physical in a few moments because Hawkeye was suddenly struck by some kind of blur and sent flying across the landing zone where he crashed into the wall and fell down to the ground in a heap. The Autobots were instantly on guard, but the blur struck again, targeting Jetfire. The flyer was sent crashing into Jazz, causing both Autobots to skid across the ground, kicking up a dozen sparks as they did. Cap was also on guard but he too was also struck by the force and sent crashing into a wall. The super soldier was on one knee as he tried to track whatever struck him, however, he didn't need to.

Nick was going to be the intended target, but his instincts flared at an instant, and the Prime spun around, using the end of his Halberd to trip their attacker. Whoever, or whatever it was, tripped on the pole and skidded across the floor before he rolled with the momentum before he sped right to the Quinjet where he came to a stop where two other figures stood. One was wearing a suit that consisted of mostly green with purple shoulder pads, gloves, and boots. He wore a helmet that looked somewhat Spartan and had a glowing yellow visor. In his hand was a rifle similar to the one used by Kang when he first attacked the Avengers. Behind him was a burly man, wearing black and purple armor with some golden spikes, belt and rings around the top of his purple boots. In his hand was a large spiked mace. The Avenger's attacker was kneeling in front of them, wearing a mask that had Black lenses, silver gloves and boots, black leggings, a purple and grayish purple tunic. In his hand was a sword that looked similar to a katana. This was the Damocles Elite Guard: the best of the best in Kang's forces.

"Kang The Conqueror welcomes you, Avengers and Autobots, to Damocles Base," said the figure holding the rifle, who then took aim at the heroes, the barrel glowing green as the weapon began to charge, "it will be your tomb."

With that, the figure fired at the Avengers. Nick reacted instantly and tackled Ant-Man and Ultron out of the way while Jazz and Jetfire dodged the attack and Hulk, well, he took the full force of the attack. While it was painful to the brute, it did make him a whole lot more of something: angry. Getting back up from Nick's move to save them, Ant-Man and Ultron stood up with the Prime, seeing the brute coming towards them. Ultron moved first, raising his gauntlets to defend his creator and his ally, but the brute smashed his mace into the Android, sending Ultron sliding across the airlock floor. Nick was the next to defend, but instead of outright attacking, he waited for his foe to make the first move.

Raising his mace, the brute swung down as hard as he could, but Nick parried the attack and retaliated with a hard knock with the end of his Halberd into the brute's head. While it may not look like much, it did ring his bell as the brute shook his head and glared angrily at the Prime. However, Nick jumped back while Ant-Man shrunk down out of sight, leaving their enemy confused.

"HULK," roared a voice behind the brute, but instead of moving, he vanished from sight in a green flash just as Hulk came down, smashing the floor. The jade giant raised his fists to see that his target was missing, "Smash?" Left confused, Hulk didn't or couldn't react fast enough to the brute who reappeared behind him, smashing his mace into Hulk, sending him flying and crashing into part of the ceiling.

"Hulk!" shouted Cap, who was about to go and assist his teammate, but before he could, he had to raise his shield to block a ray of energy from the rifleman. The man was still positioned on top of the Quinjet and was firing a constant ray at the soldier. Seeing his teammate in trouble, Hawkeye fired an arrow at the rifleman, it looked like it was about to hit, but a second before it should have, the rifleman vanished in a green flash, letting the arrow sail on by and explode against the ceiling. Hawkeye grit his teeth, he really did not like missing his target.

Nick was currently standing motionless, in the center of the battle, just holding a stance. While to anyone else who does not have a lot of knowledge about combat, Nick was actually using an incredibly difficult technique, taught to him by Micronus and Alpha Trion. What he was doing was a mind art called Processor over Matter, or Mind over Matter. What Nick was doing was he was sensing his targets instead of seeing them, this gave him a mild advantage and what also allowed him to communicate telepathically with Emma Frost when she tried to read his mind. However, despite this, the Autobots and Avengers were still fighting the hard way.

Jetfire and Jazz were back to back, a little paranoid with the speedster that slammed them into each other. Jetfire had a Neutron Assault Rifle out while jazz had both his nunchucks and Sonic Disruptors ready. However, this would not help them a whole lot because the ninja slammed their helms into each other, knocking both Autobots in stasis as they crumbled to the floor. Hawkeye was trying to get a bead on the ninja, having tried numerous tactics to predict him, but the speed the ninja possessed was nearly impossible to match. Every time he appeared and Hawkeye would aim his bow at him, the ninja would disappear and reappear somewhere else, taunting him almost similar to how Enchantress had done with him when the Masters of Evil attacked the Avengers.

Captain America was back on his feet and rushing towards the brute, who had his back turned to him, while at the same time, Hulk was also rushing towards the rifleman who also had his back to him. Hulk raised both his fists as he leaped at the rifleman but suddenly came to a stop mid-air, like someone had pressed the pause button on the remote for a movie and the scene was frozen in place. Around the entire airlock, the Avengers were also frozen in place, Hawkeye's arrow was suspended in the air. The elite guard, however, was not as the ninja calmly walked around the arrow, the brute grabbed Cap who was dangling in the air, just a foot from tackling him and threw him at the Hulk, while the Rifleman just stepped out of the way.

Time resumed and Hulk saw his target vanish all of a sudden and appear just a few paces to his right. confusion was immediately replaced with dread as he saw Cap hurtling towards him and both Avengers collided. The force of the throw from the brute had actually caused the Hulk to change directions, going back the way he came, but the one who felt the most pain was Cap as he may have felt less pain if he was slammed into a brick wall instead of the Hulk. Time froze for another second as the brute saw Ant-Man leaping at him, aiming for his face. Instead, he just backhanded the hero to the side with very little effort at all, but the effects were clear when Ant-Man fell to the ground with a groan of pain. But before he could move, the brute placed his boot on top of Ant-Man's lower body, pinning him in place. The Brute smirked triumphantly when Ant-Man returned to full size.

Hawkeye was currently getting beat up pretty bad by the ninja, completely unable to block or dodge his attacks. After several more hits, Hawkey was able to catch a breather as the ninja appeared behind him by several yards. Seeing his enemy in his peripheral vision, Hawkeye ground his teeth in frustration and whipped around and let loose and explosive arrow, heading right for the ninja's head.

The arrow flew straight and true but did not hit its target as the ninja sudden ducked to the right and the arrow lost its trajectory and split midair. A couple of sparks of electricity jumped between the two halves before the arrow exploded. Hawkeye and the ninja charged towards each other, the Archet firing a few explosive arrows and the ninja speeding side to side in a blur while also slicing the arrow in two. After cutting a few arrows in half, the ninja vanished altogether, leaving Hawkeye to draw one more arrow, but have his bow suddenly knocked from his grip and receive a hard tornado kick to the face, knocking Hawkeye out for the moment.

The elite guard now stood amongst the defeated Avengers, however, there was still one more left. Standing to the right. Halberd in his hands as his cape hung from his back. However, the ninja only narrowed his eyes, the mask doing the same, somehow. But the rifleman was more amused than anything.

"The boy thinks he can defeat us with that ancient toy?" mocked the Elite Guardsmen. However, Nick only responded calmly.

"Ancient or not, I will hold my ground for what I believe in, for my family, for the one I love, and for my home." stated Nick with conviction as he flipped his ax in his hands, taking on a combat stance. The other Avengers were coming around to see Nick was the last one standing.

"Nick! You need back up!" shouted Cap, and would have gone to help the teen but he was pinned under a still unconscious Hulk who was letting out a dragged out groan.

"'Hold your ground?'" repeated the brute, "the primates you call your friends can barely hold their ground so what makes you think you can beat us?"

"Then come a get me and you will have your answer." replied Nick simply as he took off his helmet and dropped it to the floor. Taking a deep breath, Nick exhaled slowly, closing his eyes as he did. The Elite Guardsmen looked at each other for a moment, before the rifleman gave a nod to the ninja. The silent killer nodded as he sped towards Nick. What happened in milliseconds, happened for Nick in a few seconds, giving him enough time to react. When the Ninja was in striking distance, Nick, who still had his eyes closed, shifted only slightly as he blocked a quick slash from the Ninja with ease. A distinct clang of metal against metal echoed throughout the airlock. The ninja, as well as the other Eliteguardsmen, were completely shocked to see this primate, this CHILD, stop an attack without even looking. The ninja took a step back to process what just happened, however, he just narrowed his eyes and attacked again, but this time, Nick dodged the vertical slash before stepping back to dodge a lateral slash. After a few more attempted attacks, Nick suddenly grabbed the ninja's wrists and lifted him into the air. The Prime then sent a spin kick, catching the ninja in the stomach and sending him flying across the room where he crashed into the wall, unconscious.

The remaining Eliteguardsmen looked at their fallen comrade with shock, glancing at each other for a second before they turned their attention to Nick, who's eyes were still closed. With another breath, Nick opened his eyes, the light blue orbs were filled with one thing, anger, and determination. Anger because hundreds of millions of people were now without homes because of Kang's invasion and determination to beat Kang and make him stand trial for what he did. While the Elite guard had sworn an oath of loyalty to Kang, even they weren't dumb enough to try and attack someone who could fight without even seeing. So they did the smartest thing anyone would do in a situation like that: they surrendered.

"We surrender." said the rifleman as he dropped his rifle begrudgingly. He's loyalty, but he isn't stupid. And neither is the brute, contrary to his appearance. The other Avengers had just gotten back to their feet when they saw the Elite guard surrender. Nick walked over to them, but they both had on request, "just make it look good."

"Sorry, this is going to suck." apologized Nick as he slammed the hammer into the rifleman's dome and did the same with the brute. Both guards crumbled to the ground. Nick sighed as he turned around to face his team, all of whom had a look of shock on their faces, "what?"

"Kid, you're going to have to teach me that." stated Hawkeye as he retrieved his bow. However, their victory inside the ship did not help one party in particular.

* * *

 

**_Geosynchronus Orbit_ **

Outside Damocles, hidden behind one of the ship's fins, Iron Man, Wasp, and Superion (as hard as that may fathom, given his size), doing their best to stay undetected by the Scarabs that were searching for them since Superion destroyed a whole wave and the next had come a minute after the first. Seeing three drones fly by the fin, Iron Man tried to rip open a hatch they had found. However, the Armored Avenger couldn't even get the hatch to budge. With a few grunts of effort, Iron Man gave up in favor for an idea he had.

"I could try my Uni-beam." suggested the inventor.

 **"I COULD GIVE IT A SHOT."** offered Superion as he charged one of his wrist cannons but Wasp had one more idea.

"Or, we could pretend to be girl scouts, everyone opens their doors to them." offered Wasp in a joking manner. Iron Man groaned while Superion just looked confused.

"You're not helping, Jan." said the inventor as he tried going at the hatch once more. Wasp looked around the area and saw three Scarabs in the distance. An idea that could either be generous or just stupid formed in her head. Either one, she had a grin on her face.

"You want help?" said Wasp as she flew off, but her sentence was not lost on Iron Man.

"Jan? Jan!" shouted Iron Man, not at all aware of what the girl was planning. However, Superion had one question since she left.

 **"WHAT ARE GIRL SCOUTS?"** asked the combiner, only to receive a sigh and a face palm from Iron Man. However, they both directed their attention to Wasp who had flown out away from the ship. Towards three Scarabs, but stopped a few dozen yards away, though the Scarabs were still coming towards them.

"Hi!" greeted Wasp, causing both Avenger and Autobot to just stare at her, thinking she lost her mind.

"Great," complained Iron Man nearly at his wits end with all the set backs he had while trying to locate Kang with Ratchet and Soundwave, and now, Jan thinks it's a good time to make small talk with the enemy, "On top of everything else, Jan loses her mind." However, they did not expect Jan to suddenly turn around and head back at them.

"Incoming!" shouted Wasp as she flew past them and banked up out of the way of the ship. With their backs turned, Superion and Iron Man were nearly hit by several laser blasts from the Scarabs. Seeing what her plan was, both Autobot and Avenger got out of the way, allowing the drones to shoot the side of the ship and crash into it, exploding. Floating several yards away from the ship, with a proud and satisfied posture of her hands on her hips, Wasp looked won to see pieces of debris drifting off from the ship. Superion and Iron Man flew beside the heroine to see the smoke clear and the inner mechanics of the ship revealed.

"Whoa, that was..." trailed off Iron Man, both surprised and somewhat humbled to see Wasp come up with something as brilliant as this.

"Come on." stated Wasp as she flew down to the ship, Iron Man and Superion following behind. What they didn't know, or maybe they did in the back of their minds was that they were giving Kang a serious headache with their actions thus far.

* * *

 

**_Bridge, Damocles Base_ **

In the bridge of Damocles Base, an alarm was blaring throughout the control center, technicians running around trying to access the situation. The lead technician was currently getting an alert about numerous breaches in the ships hull.

"Multiple breaches detected. The Elite Guard is not responding from the airlock breach and-," the technician would have continued had not another alarm suddenly went off, adding to the three other breaches already in the ship's hull, "ALERT! Another intruder alarm: Deck 7-2!" Kang was not having a good day. He should have conquered the Earth by now, but these primates were putting up more of a fight than he could have even guessed. With the aid of the Autobots, his forces were at a stalemate, the more time he spends on these Avengers and Autobots, the more time he wastes when he could be preparing Earth for the coming war.

"I want confirmation," seethed Kang, gripping his right fist tightly, not at all enjoying the delays and alerts of intruders on board his ship, "NOW!"

"Yes lo-" began the lead technician but, as regular right now, he was interrupted by another alert, this one coming from Wakanda where one of Kang's invasion forces was stationed, "ALERT! All Armada Ships stationed in what was known as Wakanda; their Time Drives are being destroyed! All ships are gone!" The technician was shocked to see how much damage these primates have done, he would have thought Kang, his glorious leader would have beaten them by now.

"I will not be defeated by a bunch of meanderthals!" roared Kang as he rose from his chair, green and white energy erupted around him as began to teleport from the bridge, "HOLD THE LINE!" was the last order before Kang vanished from sight.

* * *

 

**_Airlock, Damocles Base_ **

Back in the Airlock, Hulk was finishing up, binding the Elite Guard together, using the brute's own mace as a means to do exactly that. Once he was done, Hulk stood to the left of them, satisfied with his work, but the voices of the other Avenger's drew him out of his moment.

"We must get moving," stated Nick as he placed his helmet back on while speaking with the other Avengers. Jazz and Jetfire were knocked out of commission, both of whom took a very hard blow to the head and were still unconscious. So Nick suggested they leave the two aboard the Quinjet and have Teletran, who was able to connect to the Avenger's systems, look after them and make sure they are well taken care of. And Cap agreed on both parts of Nick's suggestion.

"He's right, we have to find Kang." concluded the super soldier, however, Ant-Man had an alternative solution that would be just as effective.

"Wait," cut in Ant-Man as he began to speak his own plan, "if we find the station's Time Drive we can end all of this right now. We destroy that, this entire base, Kang, included, will disappear, the war is over."

"Do you have a plan on how to find the drive?" asked Nick, knowing that this idea would be kinda useless if they couldn't even find the Time Drive. And per usual, Ant-Man had a solution.

"Ultron-Five, scan for Tachyon Particles," requested Ant-Man, the robots optics began glowing red, per the reprogramming with the understanding of the concept of violence, and began to scan the ship for any and all Tachyon Particles, preferably the area with the highest concentration, "the other Time Drives were giving them off big time." As soon as Hank finished explaining, Ultron-5 began its scan, looking around the room from right to left before it stopped and was looking to the left.

"Tachyon Source detected. Locating." stated the robot in a monotone voice and proceeded to head in that direction. Nick, Cap, and Ant-Man soon followed while Hawkeye and Hulk just stood where they were, a little impressed by the robot.

"Useful little toy." admired Hulk, which was a first in quite a while since Hulk was not easily impressed or really cared about anything, other than food and the next fight. Hawkeye, on the other hand, had a different opinion about Ultron.

"Creepy looking." shuddered the Archer, not at all comforted by Ultron's face plate design. Their comments didn't go unnoticed by the creator.

"It's not a toy and it's not 'creepy looking'," defended Ant-Man, scowling slightly for having his creation compared to a toy and refered to as creepy looking for its design, "It's designed to look like an Ant's head." With that, Ant-Man marched off, slightly bristled by the comments but still smart enough to not let them bother him too much. Both Jad Giant and Archer looked at each other before shrugging and then following the group.

"Whatever you say, Pym." remarked Hawkeye in a sarcastic tone while he followed the group. While this group was heading to the Time Drive, another group, or rather, a member of a group was currently flying through the air ducts, thanks to her ability to shrink her size.

Inside the air ducts, Wasp was currently flying down the tubes, with one mission in mind: find and beat Kang. What he did to Nick, getting inside his head, making him think he destroyed the future, nearly breaking the teen, it made her heart break to see Nick in such a state. When Kang had retreated to lick his wounds, Nick had gone up to his room to just be alone, having to deal with the prospect of potentially destroying everything was not an easy thing to deal with. But her gut was telling her that there was something else also bothering him, something that he really, really hoped did not surface. Jan was brought out of her thoughts when she heard Iron Man's voice in her comm.

 _"You know, Jan, we were supposed to stick together."_ reminded the inventor and billionaire. Another voice accompanied his.

 _"Iron Man's right, Miss Van Dyne, we should remain together,"_ agreed Silverbolt, the Aerialbots had split up because Superion was just far too large to squeeze inside Damocles Base, so the Aerialbots split up,  _"strength in numbers as humans say."_

"I'm scouting," defended Wasp as she flew down the pipe, "and you guys are too big and, quite frankly, too slow." Wasp flew down the pipe a little faster, using her stings, at full charge to illuminate the interior of the pipe, "I'm going to find Kang."

 _"Hate to say this but, Nick will peel our paint if he finds out that you got hurt on our watch."_ murmured Air Raid, already feeling a long speech about sticking close to your teammates and all coming from the Prime. Wasp rolled her eyes as she continued down the pipe, however, she was suddenly blown upward into another pipe, catching her off guard and causing her to yelp in surprise. The gust of wind blew her up through a vent where she steadied herself in the air and looked around the room she was in.

Fixing her helmet, Wasp felt a presence behind her and turned around to see a woman, floating in what appeared to be an anti-gravity system. She had dark skin, white and blue colored clothing while a tiara with a blue visor came down over her eyes, which were closed. Her black hair hung behind her as she floated passively in the blue light being projected from the system.

"Uh, Hi," greeted Wasp awkwardly, well, anyone would be slightly uncomfortable when they suddenly see someone suspended in the air by nothing while also completely passive, "Are you okay?"

"Princess Rivanna is dying," said a voice behind Wasp. The heroine looked behind her before turning completely around to see three technicians, one being the lead technician, all aiming futuristic handguns at her, "A victim of the destruction of her timeline. She is not okay."

While he did not express much emotion with his next sentence, the lack of emotion made it all the more intimidating, "and neither are you."

With Wasp a little preoccupied, Nick and his group were making rapid progress, tracking down the Time Drive.

* * *

 

**_Time Drive Station, Damocles Base_ **

While Wasp may be at a disadvantage, she wouldn't be for long as the Avengers were easily making their way to the Time Drive. A sliding door opened up, letting a guard sail inside the room as the Avengers followed. Who was the one that took out the guard didn't matter, what did was that they now had located the Time Drive and now had the chance to end this insanity, once and for all. Hawkeye, Captain America, and Nick were the first ones inside the room, followed by Ant-Man, Ultron, and Hulk. In front of them was a massive gold glowing tube that ran down the entire length of the ship as it appeared.

"Big." commented Hawkeye, thinking that being from the future, it would be a little more compact. However, for Hulk, size really didn't matter.

"I don't care how big it is," stated Hulk, his vocabulary had improved a lot since he joined the Avengers. "It's getting Smashed!" With that, Hulk ran towards the tube and slammed his right fist directly into the machine. A punch from the Hulk would have destroyed nearly any metal, aside from Adamantium and Vibranium if forged properly, the Tube held firm as electricity began arcing across the Hulk before blasting him back. The Jade Giant slid across the floor back towards his teammates, but when he came to a stop, alarms began blaring above them as blue lights began flashing.

Soon those lights shot out plasma right at the Avengers. Cap was able to raise his shield in time to deflect one ray of lightning, but Ant-Man was not so lucky as he took the full force of one before collapsing to the ground, unconscious. Nick only absorbed the energy, though he had a tough time doing so because the energy was operating at two different frequencies. Hulk just took the hit strong, growling in effort as he withstood the shock. Hawkeye, having seen where the lightning was coming from, shot an explosive arrow at the source, destroying the first two sources. Nick raised both his fists and shot the other two, cutting off the streaks of electricity. However, the internal defenses were not done yet.

From the walls, miniature Scarabs were deployed. The upper halves were pulled back for containment before flipping out and the arms extended. There were about a dozen of these robots up and down the hallway, surrounding the Avengers from both sides. The Scarabs then charged towards the Avengers, Cap hurling his shield at the closest robot while Nick whipped out his Hunter and extended a short sword. With a roar of determination, he leaped at a Scarab and sliced it in half before blasting another one. Both machines exploded.

Ultron, who was equipped with some weapons, raised his right arm and fired a beam of energy from a small laser pistol that was stored in his limb. The shot struck a Scarab and blew it to pieces, but more Scarabs were on their way. Hawkeye fired an arrow at one Scarab that tried to flank Hulk after he tackled one so he could punch it to pieces. The Archer jumped into the air and landed on top of a Scarab, now while the Scarabs they fought in the city were much larger than these, standing at ten to fifteen feet, these Scarabs were only about seven to nine feet. More for defense rather than offense.

"We need a plan!" shouted Hawkeye as he fired a few arrows from the top of the Scarab he stood on, even shooting the machines claw with and explosive arrow when it tried to grab him, "We can't get past the Time Drive's shield, so what now?" On the right side of the fight, Nick was currently absorbing a full laser from a Scarab, marching forward so he could slice off the claws. Once he was close enough, he did exactly that. The Scarab looked at the stumps that were its claws, but this distraction allowed a shield to smash right through the chest and curve back around to Cap.

"Hank!" shouted Nick, seeing that Ant-Man was unconscious. The Prime ran over to the doctor to check to see if he was alive while Cap provided defense with his shield so the teen could check Ant-Man uninterrupted.

"How is he?" asked the soldier, reflecting a blast from a Scarab right back at it, causing the machine to explode.

"Ant-Man's down, but alive." reported Nick as he then shot a blast at a Scarab that tried to tackle them.

"Cap, Nick, come on, we need to shut down the computer systems," advised and suggested Hawkeye as he fired several arrows and ducking under a blast from a Scarab, "maybe we can reprogram the thing." after he made that suggestion, Hawkeye fired an Arrow right at a Scarab that leaped at them, blowing the machine into a fine set of parts. Pieces of the robot rained down, Cap shielded Nick but intended to shield Ant-Man from the pieces of debris, but Nick happened to be in the way. Around the Avengers, more Scarabs came, completely surrounding them. Nick got to his feet as he raised his sword, the blade extending to become a traditional longsword. He rested the blade on his left arm while he kept a firm grip on the handle of the sword with his right hand. The Scarabs raised their claws, ready to strike, but were suddenly halted when a voice rang out.

"Enough!" shouted a voice the Avengers, Nick, in particular, were all too familiar with. The Scarabs all backed off while a few stood aside to allow Kang the Conqueror to float towards the Avengers. When he got closer, Kang could clearly be seen hovering about five meters off the ground, green energy arcing around his suit, as some form of intimidation, "You came to fight me, Avengers?" the sentence was basically a rhetorical question, knowing that the answer was yes, "Here I am."

While everyone was tense as it is, with a Time Traveling Warlord coming to Earth, claiming that Nick had destroyed the future, and was here to prevent that from happening by ending Nick's life and forcefully taking over the Earth for the coming war. Though no one was more tense, on edge, and to be honest, unsure than Nick. While he did believe that Vector Prime was right, that he didn't cause the future's destruction, there was still the chance that it could happen. And that actually frightened him, was he really capable of that level of death and destruction just by making one choice? That question had been ringing inside of Nick's mind throughout the entire invasion. Even now, in the presence of the man that showed all of this to him, Nick still felt he failed, despite the words of encouragement from the other Primes and Avengers.

"You know what?" stated Hawkeye, finally have had enough of Kang, "I'm glad Nick's gonna wipe out your timeline." Nick visibly flinched at that, the reminder of what may be his greatest failure that may come, "Cause any future ruled by you has to stink." With that, Hawkeye let lose an arrow he had pulled back and aimed at Kang the second he saw the blue faced Conqueror. The arrow flew right to Kang, but the Time Villain merely raised his hand and flexed his index finger, completely stopping the arrow where it was. He then made a small gesture which caused the arrow to flip one-hundred and eighty degrees before he made one last gesture, sending the arrow right back with just as much force. Hawkeye was clearly caught off guard because he barely had any time to leap out of the way of the arrow which exploded where he once stood. The force of the explosion sent the Archer to the ground where he laid out of the fight for the moment.

Seeing his teammate down, Hulk growled and leaped right at Kang, but the villain was ready as he created an energy barrier that sent Hulk flying back down the hallway, Avengers and Scarabs alike watched as the Jade Giant sailed over them. Taking the initiative to follow his directive, Ultron stepped forward, his mouth glowing with red energy. Kang raised an eyebrow, having not seen this android before, however, he was still not threatened. The barrier that once shielded him from the Hulk became a bubble that absorbed the beam of energy from Ultron before sending it out in all directions. Nick deflected some of the shots while Cap blocked a few with his shield. Once the blasts stopped, the soldier threw his shield as hard as he could at Kang. The Conqueror just raised his hand, sending the shield curving away from him. Nick then went in, his entire body glowing with energy, his cape billowing behind him as he flew at Kang. Raising his sword, he slashed down, but Kang was protected by the same miniature shield that he used against him when they fought in the mansion. Nick swung as hard and as determined as possible at Kang, but was met by the same shield over and over again, until Kang blasted Nick into the floor, causing the Prime to cry out as he rolled back onto his feet.

From down the hallway, Hulk was tearing through the Scarabs to get back to the fight. After knocking a dozen robots out of the way, the Bruiser grabbed ahold of one of the Scarabs and swung it down on top of Kang. The Conqueror only raised a shield, the Scarab breaking apart around him as he dropped and his fists became surrounded in green energy. Kang flew towards Hulk and slugged the gamma hero so hard that he flew right into the ceiling and fell to the ground unconscious. Cap, Nick, and Ultron were the only ones still standing, however, without warning, Cap was suddenly shot by Kang in the back, causing the soldier to scream out in pain before he fell to the ground.

"Steve!" shouted Nick as he tried to run over to the fallen soldier, but before he could even take a step, a green energy bubble and slowly raised into the air. Ultron was also encased in a similar bubble and was also raised into the air. Nick struggled against the bubble, punching the side of it, trying to get out since it was too small for him to really use his sword.

"Nova Prime, you and your teammates have fought well, Nicholas Prince," stated Kang, either impressed or mocking, Nick didn't care enough to really let it bother him, "But this outcome was never really in question. I will do whatever it takes to ensure the survival of my timeline; the survival of humanity." Nick only glared at Kang, knowing that the Conqueror had something else to say, "But before I destroy you, I will inform you that despite the ancient age of most Cybertronians in my time, their culture did not escape my interest. Our battle, the fight for the future, it remains me of a quote in the Covenant of Primus. "And then came a hero who said: 'Hurt not the Earth, nor the sea, nor the trees, nor the very fabric of time.' But the hero would not prevail."

Nick only frowned, not because Kang knew some culture, no, what made him mad was that Kang purposefully left out the ending of the quote, arguably the most important part of the quote.

"Finish the quote Kang," stated Nick, clenching his fists tightly as he glared at the Conqueror, "Nor would he surrender." however, Nick was far from done, "You say you want to save the Earth, save it from war that is yet to come. But it'll never happen, not like this. Please, we could work together, save the future from annihilation." his expression softened as his fists dimmed, showing that he was trying to be civil.

"No!" snapped Kang, at this point he was too consumed with his own anger to see reason, and Nick could plainly see it, "You are part of the problem, not the solution." without warning, Kang removed the bubble Nick was suspended in, letting the Prime fall to the ground, however, Nick was able to catch himself in the air thanks to his flight powers and look up at Kang. The warlord raised both his fists into the air, "Conquest is the solution."

"So be it." stated Nick, taking his long sword, the blade became shorter so that it was a short sword, but Nick wasn't finished just yet, taking the other end of the handle, he twisted it so the Decepticon Hunter split in two. The other half extended so that it became a twin battle axe with a long handle. "But what you're trying to do, it won't last. While I may not have seen war like my predecessor did, I have enough of his memories to know that you are not so different from a warlord he fought against. He started out as an architect of peace, trying to use words instead of violence to make a change, however, he was more than willing to use violence to get what he wanted. And so he started a war that was initially started for peace and equality; to save the masses of those suffering under unjust systems. Just as how you are trying to save a world from violence. And you're making the same mistake he did: you may have better technology, more troops, and incredibly powerful weaponry, you are ignoring the one simple fact that divides us."

"And what might that be, Nicholas Prince?" asked Kang sarcastically as he landed several feet from Nick, who was in a combat stance.

"I may fight for the weak, the injured, and the helpless, which is why I may loose, but you fight just for yourself, which is why you will never win."

"Unlikely as that may be, you are correct, you are going to lose."

"But if I fall, my sacrifice will inspire others to continue the fight," said Nick, though he glanced to the right to see, the doors open, "though it does not hurt to have backup, isn't that correct, Iron Man? Silverbolt?"

From the left, Nick saw the Aerialbots and Iron Man enter the room. Kang looked to the left to see both Avenger and Autobots enter the room.

"It's over, Kang." stated Iron Man as his chest beam began charging up.

"Put your hands up and we may consider taking you in." stated Air Raid as he raised his Pathblaster, along with the other Aerialbots. However, Kang was hardly taking them seriously.

"Please. You are nothing compa-UGH!" Kang was cut off mid sentence when Iron Man shot a Repulsor blast that actually made contact with Kang, blowing him into the shield of the Time Drive. After a few second of bombardment, Iron Man let Kang fall to the ground as he and the Aerialbots marched towards him. With Kang out of focus, Ultron was released from the bubble that held him prisoner, but this also caused several Scarabs to head to assist their master. "How did you...?"

"My tech may not be as advanced as yours, Kang," explained Iron Man, thankful that his helmet was masking his face because he had a full on grin with satisfaction, making Kang eat his own words, "but I'm a quick study."

"Too bad for you and your toys." quipped Slingshot as he joined in on the mocking of Kang. However, the threat of the Scarabs was still present, for about five seconds because, Iron Man raised his glove and fired a wave of energy at the machines, causing them to tremble violently before falling to pieces. He did the same with the other Scarabs on the other side of the hallway, destroying the machines instantly.

"The Time Drive is surrounded by a force field," explained Nick, bringing Iron Man up to speed about why the machine isn't destroyed yet, "Once it's down, we can destroy it."

"No, we aren't going to destroy the Time Drive," said Iron Man, cryptically, causing the Autobots to raise their eyebrows at what he meant, "We're going to use it. Ultron prepare to download a data stream." the Android stood at attention, receiving the data rapidly.

"Receiving Data." stated the robot, gaining all the information Iron Man had in mind. Kang was getting back to his feet when Iron Man was downloading the information into Ultron.

"This is everything I've learned about your tech," explained Iron Man to the conqueror, a sly smile growing across his face, "Including how to access your computer systems." However, Kang was not worried, given his tone and expression when he heard Iron Man's plan.

"You fool," scoffed Kang, really no believing what Iron Man said, "You reall think one of your 'robots' can control my entire station?"

"Uh, yeah," with that, Iron Man looked at Ultron, having finished the download. As soon as it was down, Ultron created a hologram with a series of numbers flying down the screen rapidly.

"Accessing Damocles Computer System." reported Ultron, already making its way into the systems. Kang was clearly surprised by this as he nearly did a double take when he heard the report. Nick and the Aerialbots were also surprised to hear this and looked to Iron Man for and explanation, which he gladly provided.

"Ultron's A.I. is based on the human mind," elaborated the Avenger, going into more detail as to how he could get into Damocles' systems, "he can adapt faster to your systems faster than anything I've got. And I'm betting anything you've got." As Iron Man said that, a wave of energy washed over the Time Drive showing that Ultron was making progress incredibly fast.

"Damocles attempting lockout. overriding," stated the robot, working around the lockout faster than the base could stop Ultron, however, as fast as Ultron was, it was still a bit slow and Damocles base seemed to be keeping Ultron out, "O-*static*Override successful." With that, Kang was now convinced as he saw that the fight was no longer in his favor. Seeing Ultron as the biggest threat, he fired a beam of energy at the robot, as it was still working its way into the computer system. However, before could make contact, Nick jumped in the way and absorbed the shot. Iron Man followed up by firing a Repulsor blast at Kang, slamming him into the Time Drive again. The Aerialbots all gathered around Kang, the weapons trained on the conqueror, but they may have gotten a little too close.

"You wish to fight me?" asked Kang, sending a massive shockwave outward, knocking all the Aerialbots back where they crashed into the wall, in stasis, "so be it." With that, Kang created two portals on either side of him and pulled out a double sided sword on his right while he pulled a shield out on his left. He then charged at Iron Man and slashed at the Avenger with the sword, but missed when Iron Man flew into the air. Kang was then attacked from the side by Nick, knocking the conqueror's sword down with his own sword and shoulder charged Kang into a wall.

"I will destroy the Android!" declared Kang, even as Nick pressed his axe into his chest so he could swing his sword down. Kang was able to get his shield up to block the sword while Nick removed his axe to swing down again, but was met by Kang's sword.

"Then you'll have to go through us!" retorted the Prime as he kept Kang pinned, but only for a short time as he suddenly shot another blast from the green orb in his helmet, causing Nick to instinctively release Kang so he could deflect it. This move allowed Kang to kick Nick in his chest, knocking back the Prime on to his back but recovered with a roll to get back to his feet. Kang fired a laser from his sword, forcing Nick to block it with his sword. Iron Man flew around the warlord, firing repulsor blasts at him. The shots were clearly getting Kang's attention as he directed the laser at the Armored Avenger. Iron Man rolled and banked out of the way of the laser. Seeing a chance, Iron Man flew directly at Kang but missed him when Kang leaned back like a scene from the Matrix.

Nick then attacked from the side, swing his sword at Kang, but the Conqueror blocked it and slammed the side of his shield into Nick's helmet, but he wasn't out of the fight as he swung his axe across Kang's chest, meeting the shield again. Kang then swung out his sword, but Nick jumped back to let it miss him by inches and lean back enough to let Kang's shield just brush against his armor. The Warlord swung the sword down, but Nick parried the attack and countered with a backslash of his axe. Both fighters were clearly skilled, but Kang was able to get a hit in that sent Nick back a few paces.

Iron Man then went in, firing his repulsors at the warlord, but Kang held his ground, shielding himself from the shots when at the last second, revealed himself and slashed Iron Man across the faceplate. A diagonal scratch was left as a result and Iron Man crashed into the ground, grinding across it as he did. He came to a stop several meters away. Just as he was getting back up, Kang appeared right over, sword ready to impale the Armored Avenger. Before Kang could land the final blow, he was tackled out of the way by Nick who slammed him into the wall to the left of the room. With a roar of effort, he swung at Kang, but his sword clanged against the wall as the Warlord got out of the way, but one thing didn't escape Kang's notice as the Prime was fighting far more ferociously. Something he could use against him.

"I know everything about you, Nicholas," stated Kang as he blocked an upward slashed from Nick, "How you are the bravest Avenger there was," this was getting some results as the Prime, swung again, much harder as Kang flew across the room and crashed into the Time Drive where he was just able to raise his shield in time to block to block a swing from the Prime's sword then one from his axe, followed by another blow from the axe that exposed his back to a hard blow from the pummel of the Prime's sword. What Nick didn't realize at the time, he tried to impale his sword through Kang's head, missing by centimeters, "But you were never able to make the hard choices!" Kang shoved Nick back, giving him elbow room to smash his sword into the handle of Nick's axe. The Prime walked back, blocking a jumping downward slash from Kang with the handle of his axe and retaliated with a thrust of his sword. Kang blocked the sword, and spun around in a wide arc, forcing the Prime back further. Nick tried to swing his axe out, but Kang blocked, but he tried again, this time, going in from the right, but Kang was expecting this and was able to catch the inside of his axe and force Nick to drop it. The Prime knew what Kang was doing and swung his sword right at Kang's shoulder, catching him a little, but was still mostly blocked by his shield, "My timeline will survive!"

Kang then kicked the blade back and Nick jumped back to avoid his right shoulder from beind impaled. With a little bit of distance, Nick tossed his sword to the ground and charged right at Kang and tackled the Conqueror to the ground where the two rolled across it and Nick forced Kang to drop both his weapons. The two came to a stop with Nick on top of Kang, pressing his hand into his blue face, but Nick had a plan. Gathering some energy into the palm, he sent a burst of light out, temporarily blinding Kang, however, Kang was still able to grab Nick's shirt and throw him off. The Prime slid across the ground before he sprinted right at Kang, who was still temporarily blinded by the burst of light. Furiously rubbing his eyes, Kang was not prepared for a brutal left hook from Nick that sent him stumbling back. He even tried to fight back, swinging out his right fist blindly, but Nick dodged the attack and countered with a straight to Kang's jaw, followed by a left hook, but he didn't let up. Nick swung a brutal right uppercut and sent a left haymaker to Kang's jaw. Kang tried blocking the blows, but his defense was broken when Nick a right uppercut, breaking through and followed with a one two combo to his jaw, pulling back his right fist again, punching Kang right into the stomach before landing another right to his jaw. Kang was barely standing now as Nick bellowed in fury as he pulled his right fist once more, running at full speed and landing a massive punch that sent Kang flying down the hall. The warlord even bounced off the ground from the force of the punch.

Seeing Kang down, Iron Man and Nick stood by each other, but both adopted a look of shock when they saw Kang get back up. His suit was damaged sparking with electricity while some parts hung losely from parts. However, their attention was soon diverted to Ultron who addressed both Avengers.

"Attention, Damocles Fleet ready for temporal travel." reported Ultron, Kang's eyes widened in horror while Nick and Iron Man were both ready, but Iron Man spoke first.

"NO!" screamed Kang.

"Do it!" ordered Iron Man. Ultron turned back to the screen and did exactly that. Across the planet, the Armada ships vanished from sight, being sent back to their own time. Kang refused to let this happen and fired a massive beam of energy right from the center of his chest at the Avengers. Iron Man was able to get a shield up in time to protect him, Nick, and Ultron.

"Ultron Report!" demanded Iron Man looking over his shoulder at the robot.

"Preparing to jump Damocles base in 5. 4. 3.-" counted down Ultron, during which Kang lowered the beam, knowing he had lost, but he had a ray of hope when someone sudden yelled

"STOP!"

Everyone in the entire room looked at the entrance, seeing Wasp behind held at gunpoint by three of Kang's guards. Nick looked at her confused and wanting an explanation, which she provided without hesitation. "You can destroy the ship, or jump it, or whatever we planned to do."

"Why?" asked Iron Man, his mask retracting to look at her with his eyes, not exactly happy to hear that they had to stop what they fought so hard to accomplish.

"Because if you, Princess Rivanna will die." Nick's eyes widened, was really sending the ship back to its own time really going to kill someone?

"Who is this Princess?" asked Nick, lowering his stance and taking off his own helmet. However, Kang was so consumed with fury, he forgot that Wasp was likely his best chance at victory.

"SHOOT. HER!" seethed Kang, "DO IT!" The guards looked at each other for a moment, contemplating if they should but then lowered their weapons. Wasp saw this and then continued to explain in depth about Rivanna.

"Rivanna is the woman Kang loves," explained the heroine. Nick adopted a look of shock and regret, looking over at Kang, seeing the warlord bowing his head. Nick was so quick to come to the conclusion that Kang just wanted to be back in power, that it never occurred to him that he may be doing this for someone he loves, "When Kang's timeline was wiped out, she was caught in it. They're keeping her alive, but barely. If Damocles Base travels back to the future she will be erased from existence." Wasp the turned her attention to Kang, seeing the warlord so vulnerable, "Kang, we can stop this. We can save Rivanna."

"But we're not going to let you destroy our world to do it," added Iron Man, knowing that Kang would likely try to take over the world all over again.

"Please Kang, do the right thing and surrender." pleaded Nick, his expression was genuine, he felt pity for the man, wanting only to save the woman he loves and they almost wiped her from existence, however, this olive branch was destroyed by Kang who glared hatefully at the Avengers.

"NEVER!" Roared Kang, but Iron Man still had him at his mercy.

"Ultron." began Iron Man, looking at the robot, prompting Kang to rush at Iron Man, only to be met in the face with a punch from Nick, knocking Kang out with one punch. Seeing their enemy beat, "Ultron stand down. Kang's beat. It's over." Nick let out a sigh of relief, the war was finally over, despite only lasting a day, it felt like the longest one he had ever endured. Around him, the Avengers were getting back up, having been out for most of the fight while the Aerialbots were also getting back up. However, one Avenger was not feeling the swell of pride someone would normally feel after completing a nearly impossible mission, and that Avenger was Nicholas Prince. He was feeling the reality of everything they had done: they saved the world but they nearly caused a man to lose the love of his life. For Nick, this victory was bittersweet.

* * *

 

**_Twenty Four Hours Later..._ **

**_New York City, New York_ **

Across the world, SHIELD units were hard at work, rebuilding the damage that was caused during the invasion. Damocles base was confiscated by the U.S. government, but things didn't stop there. The Autobots had willing stayed behind to help rebuild, which caused some new problems because the press was asking hundreds of questions as to why they had the same symbol as Nova Prime did. With everything that happened and a mountain of reconstruction to do, all questions were promised to be answered by Nova Prime himself about why the Autobots are here and why they have the same symbol. Nick knew this would happen, but he had time to get his speech ready for the press conference that would happen next week, but right now, he was feeling lower than he had in a while, and the other Avengers were growing concerned.

Inside Avengers Mansion, the elevator to the lower levels opened up and Tony, Hank, T'Challa, and Steve exited. As they entered, they saw Janet, Clint, Hulk, and Thor all in the lounge room. A gloomy aura washed over the room, as the heroes all had downcast expressions on their faces.

"He still hasn't come down yet?" Tony asked.

Clint shook his head in response. "Can you blame him? Kid just got told he single-handedly cause Armageddon. That's not something you just get over."

Tony sighed. "I just thought he would have bounced back by now. He's always seemed so adaptable."

"Emotional scares, such as these, take time to heal," T'Challa interjected. "All we can do is reassure him that he is surrounded by those who care about him. We are all he has."

The others nodded solemnly, Janet then gazed out the door and up at the ceiling, a worried look on her face.

It had been a day since Kang had attacked the Avengers and invaded the Earth. Since then, Nick had shut himself away in his room, he didn't eat, he didn't sleep, he just sat alone in the darkness, staring at the Matrix of Leadership in his hands. During that time, each member of the team had gone up to check on him. But the Prime was unresponsive each time.

Nick was currently sitting on the edge of his bed. His curtains were drawn shut and his lights were turned off while the glow of the Matrix filled the entire roo. He had hardly moved from that spot since his encounter with Kang. The knowledge that his mere presence could cause the death of all life on earth was something that did not weigh well on the young mans' conscious. The scare that once held the guilt of his lost family had now been reopened and then stretched further to hold the guilt that he was now feeling.

He felt a buzzing in his pocket, out of reflex he reach into his pocket and pulled out his phone. He looked at the screen and saw he had received a message from Carol.  _"R U OK?_ " the message read. This was the twentieth message she'd sent him in the past 24 hours. But, like before, Nick ignored the message and placed the device back into his pocket.

This was then followed by a knock on the door. "Nick, it's me. Can I come in?" Janet called out from the other side of the door. He didn't answer, but Janet entered the room anyway, a plate of food in her hand.

"I brought you some dinner." She said as she walked over to him.

Nick still didn't respond as he continued to look down at the. Janet looked at the teen hero with a concerned look on her face. She walked over to his bedside table, were another plate was already sitting. It was the lunch she had made him earlier that day, much like every other meal she had made him, it was untouched. The woman sighed as she replaced the old food with the new one and she turned to leave the room.

As she passed him, she turned her head back to the depressed teen. She opened her mouth to say something but found that speech escaped her. This wasn't like how when his mother died and he lost his entire life and she was trying to get him open about it. She, along with everyone else, was present to see what happens to the world and hearing Kang say that it was all Nick's fault. While Janet knew in her heart that Nick was incapable of causing a future like that. She had no idea how to convince anyone otherwise when the evidence was so clear.

"I'm sorry, Nick." Was all she could say before she left the room, closing the door behind her. However, there was one person who wasn't about to give up on Nick.

* * *

 

**_Carol's and Jess' Apartment, New York_ **

Across the city, Carol was sitting in her apartment, having sent another message to Nick, be received nothing back. Now she was really worried, Nick wasn't the kind of person to completely break down and the lack of knowing his state health made Carol feel uncomfortable. She also felt a flood of emotions, all of them related to depression and sadness as well as regret. She didn't know why she was feeling all of these, but she did and it bothered her.

"Nick, what is wrong? Tell me." pleaded Carol, mostly to herself, but she knew that she would likely get no answer. However, she did receive a text from someone when she felt her phone vibrate. Instantly checking to see who it was, Carol adopted a confused expression when she saw that the number was one she did not recognize. Bellow the number was a text that read:  _"Nick needs you now more than ever. Go to him. -P"_   while Carol was slightly confused on who signed the text, she immediately remembered who cared this much about his well being and his name started with P: Primus.

"Jess, I'm heading over to Avenger's Mansion," said Carol, not even bothering to stop while Jess was watching T.V.

"Have fun, but not that kind of fun." teased the Raven haired teen, gaining a blush and an eyeroll from Carol as she left. Jess laughed but stopped after a moment, knowing that Nick was going through something very rough. She just hoped that Carol could make some progress with him.

* * *

 

_ten minutes later..._

Carol flew over New York, not caring if some people saw her, she just needed to get to Nick and get to the bottom of this. It was a start for what she could do for Nick after everything he had done for her. Flying down to the Mansion, Carol landed at the doorstep and rang the doorbell. Waiting for a second, the door was answered Jan who was a little surprised to see Carol here. But that surprise turned to sympathy as she saw the concerned expression Carol had.

"Is Nick here?" asked the blonde agent, internally begging for Jan to say yes.

"Yeah, he's in his room. Thanks for coming, Carol." thanked Jan as she opened the door up wider, letting Carol in, "he hasn't moved or eaten since the invasion ended. I'm really worried about him. He won't talk to anyone." explained the heroine as she led Carol up to Nick's room. Carol could feel her heart break slightly, hearing the extent of how Nick has been. He didn't deserve this, he didn't deserve any of this. After a minute of walking, Carol was standing outside Nick's bedroom. Jan opened the door and let Carol in, the blonde saw Nick sitting on the edge of his bed, his back to the door while he stared aimlessly at the Matrix of Leadership in his hands.

"I'll give you two some time." said Jan genuinely as she left, though hesitantly, really not wanting to leave the teen in the state that he is in. Carol nodded in thanks, before she closed the door, looking back at Nick, she saw that he didn't even move to acknowledge he presence. The blonde agent took off her coat, revealing her to be in only a sports pink and black tank top while she wore a pair of sports shorts. Carol was getting ready for bed when she received the text from Primus, asking her personally to go make sure he was alright.

Carol walked silently over to the bed, taking off her shoes and socks before she sat down beside Nick, seeing the near lifeless look in his eyes.

"Nick?" asked Carol, sitting beside her boyfriend as she tried to find out what was wrong, "Nick, I need you to tell me what happened between you and Kang because I want to help you but I can't if you don't tell me what happened." For a moment, Nick said nothing, leaving Carol to think she wasn't getting through to him until she heard a long sigh escape through his nose.

"Is he right?" asked Nick, "about the future?"

"What do you mean?" asked Carol, having not heard what happened between Kang and the Avengers, so Nick explained. he told her about how Kang attacked the mansion the other day, how he claimed to be from the future and came here to save the Earth. However, Carol gasped when she heard the part when Kang explained that it was Nick's fault for what happened. Of course, Carol didn't fully understand how Nick could have destroyed everything, like, he wasn't that kind of person. He was one of the most caring people she met and refused to believe what was told was true, however, her heart almost shattered at what Nick told her next.

It was here, that Nick got to the part where Kang brought the Avengers to the near future, showing them everything that Nick had apparently done because of his choice. Carol felt a few tears in her eyes, she felt so sorry for Nick, having been told that he destroyed everything in the future. That kind of knowledge could break someone, and Nick was clearly at the breaking point.

"I don't know what to do," said Nick, his voice shaky with the amount of remorse he was feeling, his eyes were threatening to shed tears in seconds, but he managed to hold strong, "I know the future is what we make it, but, what if Kang is right? What if I do something that causes all of that? I-I don't know what to do." Nick bowed his head as he looked at the Matrix in his hands. Carol felt only sympathy for Nick as she pulled him into a hug, which he gladly returned.

"You're not a lone, Nick," stated Carol, her voice soft and full of compassion, "You have the Avengers, you have the X-Men, the Autobots, and you have me. You don't have to face it alone, Nick. I'll stand by you, no matter what happens, I'll be there for you, just the same as you have been there for me." Nick pulled Carol into their embrace a little tighter, some tears starting to fall from his eyes.

"Thank you," thanked Nick, with an unrivalled amount of gratitude and relief, in his fear, he had forgotten that he wasn't alone anymore, he had the Avengers, Carol, and his friends to help see him through everything. Ever since he joined the Avengers, he had been fighting on a team and he may have taken that for granted. The Avengers were founded for the sole purpose of doing things no one person can. Carol had reminded him of that, and he was thankful for her, but he wasn't ready to let go just yet, "Could you stay the night, please?"

Under any other circumstances, Carol might have made some snide remark about it or some joke or whatever, but right now, Nick needed her, and to be honest, she needed him. "Yes." replied Carol with sympathy. Soon both laid back on the bed, Nick placing the Matrix of Leadership on his bedside table while he and Carol got comfortable under the covers. Carol moved over so that Nick could hold her in his arms and he wrapped his right arm around her waist. Carol sighed in content as she then shifted so that she was now facing him and tucked her head under his chin.

"Thank you Carol." thanked Nick, his voice sounding a bit tired, and to be honest, Carol was also feeling the effects of drowsiness affect her as well.

"Goodnight, Nick." said Carol in a tender voice as she felt at peace him.

"Goodnight, Carol. I love you." it took them about five seconds to realize the sentence that just escaped Nick's lips. Looking up, Carol locked her eyes with Nick's both sharing a surprised look, neither really sure about what to say, but Carol managed to get her composure first.

"What did you say?" asked the blonde agent in a soft tone. Nick took a second to process the question before he looked her right in the eyes, as he answered her.

"I. Love. You." repeated Nick slowly and with conviction, a small smile spreading across his lips while Carol returned the smile as well.

"I love you too." whispered Carol as she snuggled herself back under his chin. Nick smiled as he pulled Carol tightly against him. Nick had fallen asleep first, having been exhausted from the long day that he had, fighting a war and going toe to toe with Kang. Carol loved how peaceful he looked, as he slept, he as he temporarily didn't have a care in the world, free from his hectic life as a Prime and Avenger. He continued to remain peacefully asleep, and as she looked on at him, Carol couldn't help but remember all that he had done for her when they first met, helping her out on her mission to track down Fracture, taking a shot for her from Shockwave, saving her from the collapsing building, then the events of the cube, saving her once again at the accident with Mar-Vel, willingly defending her from the other Avengers when she was discovered that she was spying on him then going out his way to rescue her again from Starscream and Overlord. No matter how many times he had gone out his way for nothing in return, he did it so completely because he cared about her. He helped her learn to control her powers, even when she had no real control over them and still he helped her. She knew that there was no way she could ever completely thank him; while this may be a small start, she still was nowhere near as close to being on par with him. The pain of his life rivaled her own, and sometimes, she was jealous of how he could cope with it better than she could her own; even with all the pain in his life, he was willing to help her with her pain.

She loved him because he cared so much; it was what won her over in the first place.

Carol snuggled up next to him, her arm placed ever so gently onto his chest. She always gasped to herself when she touched his hardened abs and pectoral muscles. She slowly started to caress her sleeping lover, gazing at him with all the love she felt for him.

Before she knew it, the song had begun to escape her lips.

_Oh, tears make kaleidoscopes in your eyes_

_And hurt, I know you're hurting, but so am I_

_And love, if your wings are broken_

_Borrow mine so yours can open too_

_'Cause I'm gonna stand by you_

_Even if we're breaking down, we can find a way to break through_

_Even if we can't find heaven, I'll walk through hell with you_

_Love, you're not alone 'cause I'm gonna stand by you_

_Even if we can't find heaven, I'm gonna stand by you_

_Even if we can't find heaven, I'll walk through Hell with you_

_Love, you're not alone 'cause I'm gonna stand by you_

Carol placed on tender kiss on Nick's forehead before she rested her head on his chest, ready to fall asleep. "Goodnight, Nick." she whispered as she prepared to sleep. But just as she was dozing off…

"Goodnight, Carol."

He had heard her.

And she smiled, sleeping even more peacefully with that knowledge.

**_To Be Continued..._ **


	20. The Casket of Ancient Winters

**_Chapter 20: The Casket of Ancient Winters._ **

**_*Two Months Since Cybertronian Reveal to Humanity*_ **

In a large mansion in the Diplomatic area of New York, Nicholas Prince was currently residing in his new mansion, given to him by the UN. When he came forward to the public and revealed the existence of the Cybertronian race to humanity and their previous involvement with Earth, there were some issues with the US government and UN about breaking the deal about Autobots in public, but after nearly a hundred Autobots came to Earth to help defend it and help rebuild all the damage done in the Invasion by Kang, there was really no way to deny the existence of Transformers. So Nick did the one thing that he could really do since he was a Prime: he came forward and told the public about the war and how Earth was involved in it, but left out the knowledge that Unicron was the core of the Earth. He really didn't need to spread that much panic across the globe by telling them that the Earth is literally the source of all evil in the universe.

There was a lot of backlash from the reveal of a secret war behind the curtains, lead by the Daily Bugle since Jameson has a huge dislike of heroes, Spider-Man specifically, but Nick explained why the war was kept a secret and how Optimus Prime wanted to keep it that way in order to ensure humanity didn't have to suffer for the Autobot's mistakes. Over time, Autobots became a little more accepted on Earth, helping rebuild without any protests demanding the Autobots to leave Earth, but after seeing how much good they had done for humanity, going out of their way to come and help them in their greatest need, Autobots soon became sort of like celebrities, some even stayed behind. However, there was still the small group of people that were still very displeased that their planet was now hosting several aliens on it.

But then there was the issue of the Decepticons, how they would never leave Earth alone and how they may start becoming more liberal now that their existence of their race is no longer a secret and now more as public knowledge. Which is why more than a few Autobots remained behind to help fight the Decepticons, alongside the Avengers. However, the public didn't really feel that keen on having aliens running around unchecked alongside some heroes, but those thoughts were put to rest when S.W.O.R.D. was formed. At first, Nick was asked to be the Director of S.W.O.R.D., or Sentient. World. Observation. and Response. by the UN, since he held the most knowledge about the Decepticons and that it was a Prime's duty to lead, but he declined, stating that his first duty was to the Avengers, but he did nominate one Autobot in particular to lead the organization: Ultra Magnus.

At first, the former second in command of the Autobot army said that his duty was to Cybertron, but after Nick explained that he would still be serving Cybertron by making sure the Autobots on Earth were kept safe and Decepticon Activity was being monitored, did he finally lament. With the Knight Ship from Cybertron, code named the Crucible, S.W.O.R.D.'s headquarters was split between that ship and the recently confiscated Damocles Base. Some Autobot soldiers and human agents were transferred aboard the ships to help keep the Earth safe.

Since the Autobots were going to be around more often, the UN thought it would be best that the Council of Cybertron should have an Ambassador, someone to represent the race, and that is where Nick agreed to but under certain conditions. Like before, his duty was to the Avengers and to help defend the Earth, but he would agree to help represent Cybertron in the UN. So far, Nick had done an excellent job so far. And right now, he was talking to someone he cared deeply for about it.

 _"So you're now an Ambassador?"_ said Carol on the phone, speaking with Nick as he sat in the futuristic Mansion, built by a few Cybertronians and humans, and had been outfitted with some tech by Tony as well. When the Avengers heard that Nick was going to be the Ambassador of Cybertron, they had been pretty glad to hear the teen get such an honor, having no doubt that he could do the job, but Jan was a little disappointed to hear that he would be moving out of the mansion to get a place of his own. However, that disappointment faded away and was replaced when Nick said that she could come over whenever she wanted to, but right now, he was mainly interested in what good news Carol had,  _"Almost makes my good news sound dull."_

"Well that depends on how you look at it," offered Nick with a chuckle as he was sitting on his back porch, looking out over his pool in the backyard, "But enough about me, what news did you have?"

 _"You know how I told you I always wanted to go in space?"_ asked Carol, in a giddy tone. Nick recalled the conversation he had with a nod.

"Yeah, I remember the amount of ecstasy you had when you talked about space and the shuttle launch. But what does that have to...oooohhhhhh." realized the Prime when he saw where this was going, he and Carol had talked about her transferring to SWORD when it was formed, but he didn't to be pressuring her into something she didn't want to go into, but the way she glowed whenever she spoke about space, flying to different planets and whatever, he could see that Carol held a true passion for the Final Frontier.

 _"Just got transferred yesterday."_ she finished, Nick could easily tell she was smiling on her end of the call.

"That's great, Carol," congratulated Nick, genuinely happy to hear her get what she wanted, working in space, and under someone, he genuinely trusted with his life, "You know we could celebrate your transfer at my place."

 _"You have your own place?"_ asked Carol in mock disbelief.

"Ha ha," replied Nick as he rolled his eyes, "but still, you deserve some sort of celebration for this."

 _"Oh please, if anyone needs some sort of celebration for getting a new position it's you,"_ dismissed Carol, but she clearly didn't really mean it from the fits of giggles she was experiencing while speaking,  _"But if I didn't know any better, I'd guess you want me to move in with you."_

"Dang what gave me away?" laughed Nick, playing along with her teasing, but his good mood was interrupted when he heard his Avengers I.D. going off, The Prime groaned in annoyance, really not wanting to work because right now, it was the hottest day of the year, "Sorry, Carol. Gotta go. Duty calls."

 _"Try not to take too long, Buckethead,"_ said Carol with a snicker, earning a sigh from Nick, but her tone changed a little after she said that,  _"but I would like to get together some time."_

"Perhaps this evening if that works." offered Nick as he stood up from his lawn chair and headed inside his new home.

 _"It's a date,"_ agreed Carol, wanting to meet up with Nick, having been away from each for about nearly a week since their schedules have been nearly all over the place,  _"See this evening."_

"Until then, love you." said Nick, putting as much honesty into it as possible.

 _"Love you."_ said Carol, hanging up. Nick did the same after he heard the click on the phone. The Prime sighed in content, having never been happier than he is now since he and Carol started seeing each other, but the sigh turned into annoyance when he heard a set of disapproving groans from two particular Primes.

 _"I know what you are thinking Micronus, Alchemist, but my relationship with Carol isn't going to turn out in the same way as Megatronus and Solus."_ stated Nick, knowing exactly why the two were not all too keen on Nick getting into a relationship. He could understand why, Megatronus' betrayal had really shaken Prima and the other Primes, and so had Solus' death. Since then, the Primes had sworn never to get into a romantic relationship, for fear the same outcome may occur again.

 _"We realize that Nicholas, but there is still the chance that it could occur."_ stated Micronus, knowing that while Nick isn't Megatronus, he doesn't want a repeat of one of their own betraying them and getting dozens of people hurt in the process. It may also be a part that he still doesn't fully trust Carol, which is odd considering that he is a Prime and that he should be more open minded about trust and second chances, but what happened so long ago extremely damaged his faith in relationships between Primes and others. And he wasn't the only one.

 _"But you cannot deny the risk of forming such a bond with anyone. You know as well as any of us that Unicron and his minions are more than willing to go after your family to do his bidding. If Unicron were to somehow harm you in such a way that you would do anything to get revenge, I cannot even fathom what might happen should you go down such a path."_ added Alchemist, bringing up a valid point, Unicron has no moral compass at all and would honestly do anything he wants to get the job done that is part of his agenda for Cosmic Annihilation. Nick knew they were right, but he had a few words to defend himself, but Primus beat him to the punch.

 _"Even so, Carol is more than capable of defending herself and has an understanding of humility and the will to keep her promise of making sure Nicholas does not go down that path. Besides, I trust my son to know better than to seek revenge. And it's not like we could keep them apart with what is going on between them,"_ defended Primus, having gone to his son's side, which was not really surprising considering he was his father,  _"And I think that Nicholas also knows what bond I am referring to."_

At first, Nick wasn't sure what his father was getting at as he went down to his basement in his mansion where his equipment was stored now that he technically didn't live in the Avenger's Mansion. But then it hit Nick almost like a wrecking ball, actually causing him to nearly drop his helmet when he arrived at the container where his armor was regularly stored.

"What?!" said Nick, out loud for once, not exactly believing that his dad was really suggesting that he and Carol may be in the process of QET, "I mean, yeah, Carol and I are close, but come on? That? I'm not even sure it's possible with me and her, Carol doesn't even have a spark so we shouldn't have QET."

 _"Whatever you say, Nickie."_ said Amalgamous in amusement,  _"Be sure to say hi to Warpath, Bumblebee, and Crosshairs back at the mansion!"_

Nick sighed, knowing that the Prime was likely the most immature Prime in history, but he did have a curiosity: what exactly were they doing at the mansion with Jazz, Ratchet and the other Avengers?

* * *

 

**_Avengers Mansion, Rooftop Pool_ **

At the headquarters of the Avengers, the team was currently enjoying the hottest day of the year beside the pool edge with their newest recruits. Bumblebee, Warpath, and Crosshairs. The three Autobots were welcomed into the Avengers warmly, mostly by Jazz, Wasp, and Iron Man while the others were most welcoming as well. Warpath was able to join mainly due to Nick really not wanting to listen to the rookies constant asking can he join. Crosshairs was brought in to the team to act as the tech specialist when encountering Cybertronian technology since Ratchet preferred to stay in the lab. And Bumblebee joined per the request of Nick. And the Autobots have. Or regretted the transition from Cybertron to Earth. But they were a little bored right now.

Jan was currently relaxing on a pool lounge chair, having a sip of pink lemonade while JARVIS was currently speaking with her about a break-in at Stark Tower. He, Thor, Black Panther, and Nova were currently addressing the attacker but would prefer to have some backup.

 _"Perhaps you misheard me,"_ suggested the A.I., even though he predicted that Ms. Van Dyne had indeed heard him,  _"I said Stark Tower is under attack. Right now."_

"Is Iron Man there?" Asked Wasp as she shifted in her seat so that she was facing up to get a nice tan from the summer sun.

 _"Yes, as are Thor, Nova Prime, and Black Panther."_ Replied JARVIS.

"Then we'll Prime figure this one out," dismissed Corsshairs as he leaned back in his chair and raised his glass of Energon, "there's no friggin way I'm moving now that I'm in the 'lounged' position. No way, no way."

"Got that right, bro." Agreed Warpath, surprisingly since he was always ready for a fight and would drop anything to get to where the action was at. But since he discovered video games on Earth, he had become a religious gamer. Sitting in the shade under an umbrella with a mini tv hooked up to an Xbox One where he was playing Tomb Raider. Bumblebee was currently on patrol, being in a war will do that to a bot, needing to do something otherwise they might start climbing up the walls.

"Who are they fighting?" asked Hawkeye who was wearing just a pair of dark purple swim trunks and was also lounging in a chair beside Jan, eyes shut as he just laid there, not really caring about anything.

 _"The Radioactive Man."_ answered the A.I. Radioactive Man used to be a radiation specialist who doused himself with extremely dangerous amounts of gamma radiation to gain superpowers. In a way, he got what he wanted but at a cost. However, Jan was less than enthusiastic about fighting another villain today.

"Can't they fight here?" asked the heroine, in a tired tone. In the pool, Hulk was currently doing several laps to stay cool in the blistering summer heat. Even with indestructible skin, he can still get sunburned.

"What's the threat level, JAR'?" asked Jazz, in an inflatable pool chair, in his human form wearing a pair of white and blue swing shorts. He wore a blue set of sunglasses. Like most of the Avengers, he was on break and really did not want to do anything right at the moment, just chill.

_"Threat level: 2."_

"Oh, Prime definitely has this," said Crosshairs with a chuckle as he slid further into his chair. Folding his hands behind him helm and shutting his optics to take a nap, "Tell Stark that we'll cover the mansion."

"Yeah, in case it's a trick," added Clint as he also was going to take a nap, "And mention that he's out of ice." the Archer added quickly once more while in the process of a yawn. Warpath, however, just snickered as he took a sip of his Energon and leaned back in his chair further, thoroughly enjoying Earth games.

* * *

 

**_Stark Tower, New York City, New York_ **

"WHAT?!" demanded Iron Man. Inside his building, the four heroes were currently fighting in the lower levels, closest to the Arc Reactor. Inside the chamber, the twin doors leading into the room were blasted off the hinges as Thor and Nova were sent hurtling into the room. The section of the wall that was originally the doorway, a man with glowing green arms, torn brown sleeves, black chest armor with a glowing star symbol in the center. His head was masked by a black helmet with just a narrow slit for the man to see through. Yellow energy wafted out like smoke from the eyes.

This was Radioactive Man. One of the escaped Super Villains from the Cube. The villain marched towards the downed heroes but was suddenly obstructed by Iron Man who blasted him in the face with his repulsors, "Remind me to hurt Hawkeye when we're done here," requested Iron Man, glancing over his shoulder while he held the beam on the villain, "You two okay?"

"I am unharmed, Iron Man." replied Nova, standing up and pulling out his twin katanas while Thor narrowed his eyes at the villain.

"I will be better once we smite this villain," replied Thor, gruffly. As they were speaking, Radioactive Man was actually absorbing the energy from Iron Man's repulsors. Soon enough, he had more than enough power to blast a ray of radiation at the three heroes. The emerald blasts speared through the air and flew right towards the heroes. Iron Man and Thor flew out of the way while Nova blocked the radiation with his swords. The Prime grunted in determination as he held his ground, providing a distraction for Black Panther to surprise attack Radioactive Man. The King jumped on top of the villain, distracting him and prompting him to fire at the Wakandan, who flipped out of the way of the blast and dove to the side to allow Nova to attack.

As the Prime was fighting against Radioactive Man, Thor and Iron Man were hovering above the scene, "Who is he?" asked Thor, having never encountered this villain before.

Inside Iron Man's helmet, his scanning software was running quickly as it made a quick scan of the villain, taking in all the physical features and powers that he possessed and cross-referencing them with the list of Supervillains that escaped in the breakout. After a few moments, a name came up, along with a picture of a Chinese scientist.

"Radioactive Man," said Iron Man, getting the name of the villain before he narrowed his eyes in curiosity, "huh? He was a Chinese scientist named Chen Lu. Apparently, he doused himself with insane levels of radiation trying to get superpowers. He was in the Cube when the Breakout happened. SHIELD took him down last time."

"Thank you for the update, Iron Man," said Nova as he deflected several blasts of concentrated radiation, "Now how do we defeat him?" However, the request fell on deaf ears as Thor had a comment about how many villains gained their powers from science.

"Yet again, your mortal science creates monsters. Truly, man's technology causes nothing but harm." admonished Thor, however, Iron Man had a different say on the matter. Before Thor could hear it, he was already flying at Radioactive Man, hammer raised to its zenith and poised to strike the villain.

"Wow, that's kinda harsh." snorted Iron Man as he watched Thor attack. However, before he could strike Radioactive Man, the villain blasted a beam of radiation at him, blowing him out of the air. His victory over Thor did not last long as several bolts from Nova's rifle struck the ground around the villain, exploding and creating a smokescreen. Nova stepped towards the smoke, only to meet a glowing jade fist that sent the Prime stumbling back.

"Starting to consider the possibility that Crosshairs, Jan, and Clint may have had the correct idea." muttered Nova to Black Panther as the King formed up with the Prime.

"I did not realize there was any question." replied T'Challa dryly, though in minor humor which caused Nova to snort in amusement before he adopted a more concerned look.

"Are you feeling fine. Based on Radioactive Man's file, it would stand to reason that he would be exuding a large amount of radiation." warned Nova as he stood up and pulled the reload on his rifle.

"My suit was designed to be resistant to radiation." informed Black Panther, Nova nodded while Iron Man only sighed.

"Of cour it is. What was I thinking-Whoa!" said the inventor dryly as he heard the update about the King's uniform, but quickly flew out of the way while Nova and Black Panther both jumped to the side as Radioactive Man fired another blast of radiation at them. Seeing them gone, the villain turned his attention on the swirling Arc Reactor. Unlike the miniature reactor within Iron Man's chest, this one was far larger and capable of putting out a tremendous amount of energy, enough to keep the tower running by itself for over a year without any outside assistance. That kind of power could easily make Radioactive Man more powerful than even the Hulk, which is why he was here; to become more powerful. The former scientist began walking towards the reactor but Thor suddenly got in the way.

"I have had enough, villain," stated the Thunderer, his tone clearly expressing a lot of annoyance, "I don't know why you have come here, and I do not care. For now, you will feel the power of Thor." After his minor speech, Thor hurled his hammer as hard as he could at Radioactive Man, but the villain only raised his hand, sending a blast of radiation at the hammer, causing it to slow down to a stop a foot from him. He then stopped the beam of radiation and let the hammer clang to the floor harmlessly while Thor just stood in place, shocked to see his hammer stopped so easily, "Odin's beard, how?"

"Yeah, focused radiation can rip the inertia from an object in motion," informed Iron Man as he landed in front of Thor, raising his right gauntlet and fired a rocket at Radioactive Man. From the mini rocket, a dozen tiny pellets shot out and latched onto the villain's form before exploding, "You should try more physics, less fantasy. Whoa!" The inventor's moment was interrupted when Radioactive Man grabbed him by his head and was about to throw him away but Nova Prime jumped down, his katana out and sliced the villain's right arm off. Instead of crying out in pain, Radioactive Man only looked at the stump that was his hand and regenerated a new limb from his radiation.

"Impressive, but you will still lose." commented Nova, ducking down to allow Black Panther to vault over his back and land a tornado kick to his head, causing the villain to stumble back where Thor grabbed him under the arms and threw him into the Arc Reactor. But this did not end well because as soon as he made contact with the reactor, energy began shooting out from all sides of the power source. Above the reactor, Radioactive Man came floating up, completely emerged in the energy from the Arc Reactor.

"Oh, that's why he came here, for the Arc Reactor," deduced Iron Man as he and the other heroes looked up to see the villain absorbing the output, "He's absorbing the output."

"If he were to absorb that much energy, it would stand to reason he may likely be unstoppable." added Nova as he raised his arm to shield his optics from the bright glow of Radioactive Man. Looking down, Thor and Nova saw Iron Man fly over to a set of controls and began inputting some commands.

"Okay, time to send Dr. Chen Lu here back to China." quipped Iron Man as he began the final settings. Several motors activated and began to destabilize the Arc Reactor.

"What is Iron Man doing?" asked Thor as he heard the engines activate and the energy from the reactor fluctuate.

"He is creating a localized meltdown," explained Black Panther, "It will sink the reactor and Radioactive Man deep into the Earth."

Thor's eyes widened at the update: Iron Man was that willing to poison to the Earth just to defeat a villain. However, he got an alternative solution when he saw the massive tubes of water used to cool the reactor. Narrowing his eyes, Thor clenched his fists in determination.

"Nay." stated the Thunder as he summoned Mjolnir to him. Nova turned his gaze to his teammate and instantly figured out what he was up to.

"Thor!" shouted Nova as he tried to stop him. At the same time, Iron Man had also seen the Prince getting ready to send a blast of lightning at the water tubes.

"Thor, wait!" shouted Iron Man, but both heroes were too late as the Prince sent a bolt of lighting at the glass tubes. The structures were instantly shattered and hundreds of gallons of water came spilling out. The huge torrent of water swept Radioactive Man away while Iron Man flew to safety. Black Panther was sprinting away from the rush of water before he was picked up by Thor. Nova transformed into his truck mode and sped away from the surge of water.

* * *

 

**_Norway_ **

In the frozen expanse that was Norway, a lone figure sat in an icy chamber within a mountain. A few Huskies were laying around the chasm of ice and snow, but the suddenly sat up when they heard someone or something approaching. The animals began to growl in a warning manner as the source of the disturbance came closer and closer, or rather appeared. In a swirling green portal, Amora the Enchantress, Skurge, and Shockwave stepped through a ground bridge portal into the icy chamber. Seeing the intruders, the Huskies began barking angrily, but Amora, Shockwave, and Skurge were hardly threatened.

"Call off your hounds, elf." requested Amora, looking off to the side, however, she was greeted by a rather chilling chuckle.

"Were you sent to check on me, Enchantress?" guessed the owner of the voice as he walked out from behind one of the large pillars of ice in the cave. His being was still obscured by the shadows, but there was enough light for him to be seen, or at least, his clothing which consisted of a heavy coat with a red scarf wrapped around his neck. A pair of pointed ears were also seen, "I am hurt. It is as if Loki does not trust me."

"Loki's no fool, Malekith. Or at least he was. But your own people do not trust you or did not before their untimely demise," informed Amora, keeping her tone level, but it was still laced with some venom, "Loki has been replaced by a more suitable leader. You would be wise to trust in his power and to fear it. For just as Loki released you from the realm of the dead,  _he_ can send you to a fate far worse than death."

It was there Shockwave stepped forward to pick up the slack of why they were there. "Show us the relic." demanded the scientist. It was not long ago that Shockwave uncovered Amora's plot to use Zemo for her master's bidding and instead of blowing the whistle on her when he discovered who it was, Shockwave soon became part of the facade of using Zemo.

"Of course, sir," replied Malekith smoothly. The dark elf was once part of a powerful empire that was wiped out thousands of years ago. He would have been trapped in the realm of the dead had it not been for Loki's assistance, "As requested, the Casket of Ancient Winters." Reaching into his coat, the elf pulled out a small red chest with gold outlining and a skull as the lock. It soon became surrounded by a pale pink orb and floated towards Amora. The witch smiled as she reached out for the chest, but gasped in surprise as the chest was suddenly snatched from her grasp when it went back to Malekith, "But what am I thinking. This new master would be disappointed in me if I did not make sure this was the true Casket."

Amora and Shockwave took a step back as Skurge readied his axe. "NO!" shouted Amora as she saw where this was going, "Skurge!" not needing any explanation, the executioner went sprinting at the dark elf. However, Malekith simply opened the Casket a tiny crack and a huge surge of frozen mist shot out from the Casket. Skurge was caught in the blast of cold, slowing him down and progressively freezing him in place to he was encased in ice just a foot from the elf.

"You were right not to trust me, of course," said Malekith, the glow of the casket exposing him completely. One side of his face was a dark purple while his eye had a yellow iris and a narrow slit as a pupil. The other side was like his face was exposed to the cold for so long that it left it a pale blue while his eye was a bright blue, "Now it begins." with that, he raised the casket up higher, a huge surge of freezing mist shot towards the ceiling and escaped through a hole to the outside. Outside the icy mountain, the blue sky soon became blanketed by dark clouds as snow began to fall. The entire sky was soon obscured completely. But the storm showed no signs of stopping as it continued to spread across the planet.

* * *

 

**_Stark Tower, Arc Reactor Chamber_ **

While Thor's quick thinking did defeat Radioactive Man and prevented a localized meltdown, sending a bolt of lightning into the coolant system consequently created a large hole in the ceiling and an opening to the city street above. Several civilians were looking down inside the hole to see Iron Man, Black Panther, Thor, and Nova Prime standing over the passive form of Radioactive man while ankle deep in contaminated water.

"I had it under control," stated Iron Man as he glared at Thor, really sore about having nearly a million gallons of contaminated water in his basement, "And now there's a million gallons of contaminated water in my basement." The inventor then kicked the water in frustration to emphasize his point.

"Tony, we should glad that-" began Nova but was cut off by Thor.

"And you would have poisoned Midgard itself by sending Radioactive Man into the ground." rebuked the Thunderer, stepping up to the inventor. Nova Prime turned back into Nick to place himself between each Avenger.

"Whoa what a second." began Nick, but neither Iron Man or Thor was listening as the continued to butt heads.

"What are you-"

"Your love of science makes you forget the very realm you are trying to protect," continued Thor as he pushed Nick aside. The Prime sighed as he stood by Black Panther, shaking his head.

"It will never end." muttered the teen as he held his head in his hand. However, any annoyance vanished when he heard Thor gasp and clutch his head as the Thunderer stumbled slightly, "Thor what's wrong?"

"I felt- I felt magic," answered Thor, eyes full of concern as he straightened himself out but was still clearly shaken, "Ancient Magic. Something has happened." looking up, he and the other Avengers saw the once clearly summer day was replaced by a clouded sky. At the Avengers Mansion, the heroes that were relaxing outside felt the wind pick up and the sun blocked out by clouds while thunder rumbled in the distance.

"Uh, what's happening?" asked Warpath as he stood up from his chair while Crosshairs swung his legs out from the lounge bench and Wasp pulled her sunglasses down to see the sudden change in weather. Then without warning, snowflakes began to fall, slowly at first but progressively became heavier as the blistering temperature rapidly began to fall.

"What the...?" said Jazz as he held his hand up to see a snowflake fall in his hand. He then yelped as he grabbed a hold of his floating chair as a huge gust of wind nearly blew him into the water while snow began to pile up. Across the entire city, snow began to form while ice quickly covered the water. In a matter of seconds, the once summer day of New York City was replaced by the chilling cold of one of the harshest winters that could have existed. However, the weather wasn't local, across the planet, storms were raging, blizzards on every corner of the world, in places that really shouldn't have any snow.

And no one was as surprised as Jan, Clint, Warpath, Crosshairs, and Jazz as the burst from several snow piles after being buried when the snow first started. Both humans were chattering from the sudden drop in temperature while the Autobots were shaking the snow off the forms.

"Cold!" said Jan shivering from the sudden drop, "Am I crazy or was it a hundred degrees a minute ago?"

"The kid said that it only snows in winter!" shouted Crosshairs as he threw his drink on the ground, "LIAR!"

"Well look on thebright sidee." suggested Clint as he tried to conserve body heat.

"Like?" asked Jazz as he tried pulling himself out of the ice since the lower half of his body was in the pool when the ice began to form. Clint looked up in thought for a second but gave up.

"I got nothing," admitted the Archet as he began pulling himself out of the snow, "I hate the cold. We need to move the team to the west coast."

"Uh, guys?" called Warpath as he was looking over the edge of the mansion. The Autobots and Avengers all went over to the edge when Warpath was and saw the ice covered ground began to crack and break open. From the cracks, an icy covered claw shot out and some sort of creature with articulated legs emerged from the ice. It stood around eight feet tall and had alligator-like snouts and small spines down it's back. The creature stood upright and roared into the sky as more creatures began emerging.

"We should probably get dressed." suggested Hawkeye as he ran back to the inside of the Mansion.

"Good thinking." agreed Jan as she ran after him. Warpath only chuckled as he took out his gatler.

"I want the first crack at them before the others get here. KABLAM!" With that, the rookie leaped over the edge of the building and opened fired on the creatures. Crosshairs sighed as he took out his machine gun pistols.

"Well, let's rock." muttered the Autobot specialist as he followed the trigger happy teammate. However, he forgot one Autobot that was still frozen to the pool.

"HEY! DON'T LEAVE ME FROZEN HERE!" shouted Jazz as he tried pulling himself out. As he was doing so, a gust of wind blew a patch of snow out of the way to reveal the Hulk frozen under the ice in the pool. While the Avengers were going out to help fight the monsters, four other heroes were in Stark Tower trying to figure out what was going on.

* * *

 

**_Stark Tower, New York_ **

In the private office of Tony Stark, Nova Prime, Thor, Black Panther, Bumblebee, and Iron Man were all gathered for an emergency meeting about the sudden and drastic change in weather across the Earth. Thor had informed them that this was some sort of ancient and very powerful magic that was at play. Before the meeting started, Nick called Bumblebee over to assist should they run into any issues regarding the culprit, and to get the Cybertronian out of the freezing weather.

"And you're sure that Ratchet has outfitted the others with climate sensors to alert them should they enter the blue zone?" asked Nick as he looked at Bumblebee who was standing next to Black Panther, who had his masked pulled down as he, Tony, who removed his helmet, and the Autobot were looking at the plasma screen TV in Stark's office with a meteorological reading of the upper atmosphere.

"Ratchet made us go through the process twice incase we have a mission in the artic." confirmed the former street cop as he glanced at the Prime. Nick nodded before addressing Thor.

"Thor, you said you felt a powerful magic emerge," recounted Nick as he looked at the Thunderer that was standing by the window and looking out to the snow covered city.

"Aye, in all the nine realms, only one thing I know of could cause this," said Thor as he turned to face the other Avengers, "The Casket of Ancient Winters."

"Well thanks for clearing that up." thanked Iron Man sarcastically, knowing that none of them, besides T'Challa, really knew what the casket was.

"The casket is an ancient Asgardian artifact that contains the infinite cold of Nifleheim," elaborated Thor.

"The realm of the dishonored dead?" asked Nick, causing everyone to look at the Prime, "Pays to know different cultures and some legend."

"My father, Odin, hid it long ago, but only he knew where." picked up the Prince, getting back in track as to what they should be doing.

"So your father chose Earth as a likely place." suggested Bumblebee as he walked up to stand beside Thor.

"You speak wisely, Bumblebee," confirmed Thor, "Midgard is beneath the notice of most Asgardians. This storm will rage for all eternity unless we can find the casket and close it."

While it sounded like a solid plan, find the casket and shut it before all of the Earth is frozen solid into a new ice age, Iron Man an opinion about all this.

"Okay, so I may not know what the heck magic is," as the inventor said magic, he added some finger quotes to show he really didn't believe in that stuff, "but I've learned to trace it's energy signature."

"Tony, I don't think that will do us much good in this case when the entire planet is covered in magic." pointed out Nick as he gestured to the screen to show the entire Earth blanketed under a massive snow storm, "Thor, you have the most knowledge when it comes to magic. Do you know of any way that could let us find the casket?"

"I do not know," admitted the Prince sadly, "legend tells that only the dead could find the casket."

"Uh, that's just great." muttered Iron Man as he went to sit down in his chair. Nick closed his eyes and sighed before he noticed T'Challa holding a remote to the plasma.

"JARVIS, display all weather satellite data for the last hour." requested the King. Nick saw where this was going and took out his card. A hologram appeared as Nick was following his lead.

"Teletraan, do the same." requested the Prime as well. However, Iron Man had to disagree with the move to track weather patterns having already tried that approach.

"I already looked, T'Challah, Nick. There's no pattern," dismissed the inventor, still in a sour mood when all his science can't be of any help, but he was about to turn that annoyance on Thor for a very obvious reason, "And you, Thor, you always complain about technology and science creating monsters, and now some magic box from imagination land has frozen the planet."

"Do you really wish to take this path?" demanded Thor as he glared angrily at Stark. Bumblebee saw this and tried to move to dispel the situation.

"Whoa, hang on a second guys, let's not-" however, Bumblebee was roughly pushed aside by Thor so that he may continue his argument with Iron Man.

"How many times have we faced danger created in a lab?" demanded the Prince, pointing a finger at Tony.

"I don't know, but I remember your little blonde Enchantress taking down the whole team twice," rebuked Tony, "And who was the guy with the axe, another Asgardian? Oh right, I remember now, he nearly chopped Nick's head off while that witch friend was undressing him with her eyes."

"Amora and Skurge will be dealt with." responded Thor bitterly as he knew Iron Man had a point.

"Oh, so you're on first name basis with them," said Iron Man sarcastically, "Nice you should form your own team. The Crazy Magic People." At that point, Nick had finally had enough as he turned into Nova, having to hunch over due to the size of Hyper Mode and plucked Thor and Iron Man off the ground and bashed them into each and dropped them to the floor.

"Enough of this!" shouted Nova as he glared down at the two Avengers, "The world as at stake, lives are at stake, and you two are too proud to admit the faults of both Magic and Technology. Thor, Technology is dangerous and has created many foes, but it also has created hundreds of heroes, all of which try to fight the very monsters you spoke of. And Tony, science is an invaluable asset, but so is the understanding of sorcery and mysticism given that not every situation can be solved by conventional means." Both Thor and Tony looked away from Nick but glared at one another for a second, "Now, if you two don't learn to get along together and see the advantages of both science and magic, I will-"

"The casket is in Norway." informed T'Challah, cutting off Nova's rant and causing every hero and Autobot to turn to the king.

"I'm sorry?" asked Nova as he turned back into Nick, but at the same time, Teletraan also came to the same conclusion as T'Challah, showing that the casket was indeed in Norway.

"You should try more Chaos Theory, less failure Iron Man." suggested the king as he tossed the remote back to the inventor who caught the remote in his hands with a bewildered expression on his face. That expression soon vanished as he was about to head out and get ready for the trip to Norway.

 _"Excuse me, gentlemen,"_ interrupted JARVIS,  _"There appears to be trouble inside the city."_

"What kind of trouble?" asked Bumblebee, looking minor confused but also slightly worried.

* * *

 

**_New York Streets, New York_ **

In the streets, civilians were running from the ice monsters that first appeared not too long ago. The creatures were emerging everywhere from the ground as one tried to snap it's jaws at one civilian. The man cried out in fear as he ran a little faster with the crowd, however, he was suddenly plucked up from the ground by the monster which raised him to his mouth to consume the poor man.

But, sliding down a snow drift on his shield, Captain America came in and raised his shield as he bashed the limb into pieces causing the monster to cry out in pain as the man fell to the ground before running off. Captain America wasn't done with the beast however as he threw his shield back and cleaved the monster in half. The shield was on it's way back to Cap, but from the snow in front of him, another ice monster erupted from the snow and caught his shield.

Around the soldier, more monsters began appearing, roaring angrily at him for the loss of their brethren. However he wasn't alone as he bumped into something or someone. Turning around he saw a woman, she looked to be in her early 20's with long blonde hair and light brown eyes. Her white body suit was dirty in some places, but all around she look unharmed.

Before he could ask the woman if she was unharmed, the roars of the monsters around them caused Captain America to put himself in front of the woman, even without his shield. "Excuse me, Miss. Could you please stay behind me. This could get dangerous." The Super Soldier politely insisted.

But before he could even throw a punch at the first ice creature, a volley of energy blasts suddenly pelted the closest face of one of the monsters, causing the creature to roar in pain before it shattered into broken ice. The Super Soldier turned to see where the attack came from and much to his surprise, the woman he had just rescued ran straight past him, an energy pistol in each hand. The white suited woman continued to run past the downed monster and towards the next one, firing her pistols with extreme precision, while also avoiding the wide swipes of the creatures with the grace of an professional Olympic athlete. One of the monsters, the same creature that caught Cap's shield tried to snap her up in its jaws, but the woman simply jumped on top of the snout and run up to the face where she fired at it's exposed back. The monster roared in fury as it fell to pieces. She timed the fall just perfectly and landed on the ground in front of the monster while Cap's shield bounced on the ground and rolled to her side.

During the entire scene, Captain America just stood motionless with a stunned expression on his face. That woman had just taken down three highly advanced machines, by herself with such skill and grace, it was unlike anything he'd ever seen. He looked over the destruction she had caused in awe.

"Or maybe I should get behind you." He commented aloud.

The woman smirked as she casually picked up his shield and walked over to the frozen Super Soldier. "Well be sure to let me know when it gets dangerous, ok." She said in a cheeky tone while handing him the shield.

Captain America was thankful that he had his mask on as he could feel his face heat up. Despite the soldiers' calm and confident demeanor, the man had very little experience with women. Mainly because no woman would've given him the time of day before he gained the Super Soldier serum. And after he had, he was constantly on missions and never really had time to settle down with someone. And in this new world with the Avengers, the thought of going out and actually meeting someone had never even occurred to the man out of time. At least, until now that is.

The woman smiled at the Super Soldier and held out her hand. "Agent 13 of SHIELD. I've read a lot about you Captain Rogers."

While she seemed very professional about the greeting, Cap could tell the woman in front of him was very nervous and excited to meet him. An expected reaction in his point of view as everyone has that reaction when they meet him, though some are not as restrained as others. So Cap couldn't help but admire how professional Agent 13 was acting towards him.

"A-A pleasure to meet you, Ma-am. Captain Steven America… I mean Captain Steven Rogers." He quickly corrected. Cap couldn't believe he messed up like that. He was always so professional and clear headed in the field. But the second this attractive woman shows up, he was reduced to that scrawny kid from Brooklyn that needed his best friend to bail him out every time.

Agent 13 giggled at the Super Soldiers stutter, further emphasizing his embarrassment. "Well I should rejoin my team. SHIELD has set up several barricades in the city to try and slow these things down."

Captain America nodded in response. "Y-yes, of course. As you were." He said, trying to compose himself, with little success.

Agent 13 nodded as she turned to walk away. Cap watched her go, only for her to stop and glace back at him one more time. "Next time, let's do this without the ice monsters." She then gave him a playful wink. "Until Next time. Steven America." She said playfully, before running off the rejoin her squad.

For a moment Captain America stood there, lost in his stupor. It was only when another monster erupted from the street. The Super Soldier shook his head and returned his focus to the battle at hand. First he had to survive this fight, then he can think about 'Next Time.'

Down the street in front of Avengers Mansion, a small army of monsters were roaming the streets. Down on the streets, hidden by a snow drift was Ant-Man who had been working on a project in his lab when JARVIS informed him of the ensuing weather change and invasion of ice monsters. While he was a pacifist through and through, he was still more than willing to defend his home. And he wasn't the only one defending the Mansion aside from the Autobots firing in the street at the monsters.

"Now!" shouted the insect themed hero. On top of the mansion, Ultron 5 was charging up its laser and fired a beam from its, vaporizing a monster instantly. More ice monsters began to flock towards mansion, but were vaporized by Ultron's lasers the second they got close.

Down on the street, Ant-Man was glad to see that his creation was helping protect the people, but not so much in the way he had hoped. Ultron was built to rehabilitate criminals, not fight against alien robots or ice monsters. However, drastic times call for drastic measures. But his moment of mental thought was enough for several ice monsters to grab a hold of his legs and trip him up.

Elsewhere, Hawkeye peered around the corner of the mansion and fired a fire tipped arrow at one of the ice monsters, causing the ice to melt instantly and the monster to fall to the ground. But the action was a bad idea because a small horde of ice monsters saw where the arrow came and by proxy, Hawkeye. The archer was in the process of drawing another arrow when they came charging at him, but before he could let loose the arrow, a barrage of Energon blasts reduced the monsters to rubble. Looking to his right, Hawkeye saw Warpath running up, firing his gatling gun and tank cannon, taking out whatever came their way.

"I got your back!" shouted Warpath as he continued to fire his favorite weapon, or until a few monsters got the drop on him and began to pile on top of the Autobot, "Hey! Get off me!"

"You're in over your head again, kid!" shouted Hawkeye as he fired at the monsters with flame tipped arrows. The monsters exploded just as the arrow heads made contact. The fire was to weaken the creatures first while the explosive arrow did the rest and so far it had proved to be a huge help. However Hawkeye wasn't the only one shooting at whatever ice monster that creped too close to the mansion. Wasp was flying around, firing her stings at the icy monsters, easily shattering the solidified water with her stings.

"They're everywhere!" shouted Wasp as she continued to fly around, dodging ice monsters. Nearly getting caught in between two until she blasted their hands into pieces.

"What was your first clue!" yelled Crosshairs as he flipped his multispectral goggles down and opened fired with both his sub machine pistols. Mowing down a whole horde of Ice Monsters, "Better find reinforcements, we need Prime here, we need-" Before he could continue, a large green figure crashed down on top of several ice monsters and let out a large roar as he punched several ice monsters away.

"Hulk!" identified Hawkeye as he saw the jade giant. From the right, several more monsters appeared, but the air suddenly became distorted and the creatures shattered into a thousand tiny pieces. The culprit was Jazz who had his visor down and his sonic disruptors out.

"And Jazz. Nice to see you-" began Warpath going over to greet his teammates but was suddenly picked up by Hulk while Jazz glared at him from the side.

"You left Hulk and Jazz in the pool!" stated the gamma brute angrily.

"Yeah, it was frozen solid you jerks!" added Jazz, equally annoyed, while he wasn't under the ice like Hulk, his lower half was still just as frozen, leaving him with joints that didn't work as well as he would like. However, Wasp was the first to apologize.

"Oh yeah," remembered the heroine as she looked sheepishly, as did Warpath, Hawkeye, and Crosshairs, "I forgot you guys were in there."

"I was yelling at you the whole time!" shouted Jazz as he threw his hands down to emphasize his point that he was very annoyed. However, both he and Hulk were grabbed by several ice monsters and pulled back without warning, however, the monsters that grabbed Hulk were shattered with a single punch while the horde that went after Jazz were blown into pieces by his sonic disruptors. "YOU WANNA PIECE OF ME! YOU WANNA PIECE!"

Wasp had clapped her hands over her ears as the noise from the Autobots' disruptors were very loud. However, she was able to hear a beeping sound coming from the sleeve of her right glove. Taking out her Avengers Communicard, she saw Nick, who was wearing his human armor with the mouth guard retracted.

 _"Nova to all Avengers and Autobots,"_ greeted Nick, every since he created a costume for himself, he decided to keep the name Nova as his hero name and Prime name as to remain well known to the public, not for fame or anything. Actually, the popularity was something he could do without, but he named himself that way so people could know that he was there to help and that he was also an Avenger so they wouldn't get the wrong idea,  _"We have a possible identity of whatever is causing this and where it is. Thor, Panther, Iron Man, Bumblebee and I are going to investigate and maybe fix whatever is causing the blizzard. Oh and Jan."_

"Yeah, Nick?" asked the woman looking a little interested for him to be speaking directly to her. It had been some time since they last spoke so she was curious to know what he had to say.

 _"I just want you to keep an eye on Warpath, Crosshairs, and Jazz. Cybertronians don't handle temperatures below zero very so I need you to make sure that when their sensor for when their core temperature enters the blue zone, they head right back to the mansion, no arguments,"_ requested the teen. Jan nodded but was also a little honored that he had asked her specifically to look after his friends, it showed that Nick was a very good person at heart and only wanted the best for his family.

"You got it." said the heroine confidently, as she sent the Prime a sure grin, showing that she was willing and able to keep watch over the Autobots.

 _"Thank you, Jan. Oh, and Bumblebee says hi,"_ concluded Nick, though there was a knowing grin on his lips. Jan shook her head but had a smile of her own. Ever since Bumblebee joined the team, it was no secret that the former scout, turn warrior, turn cop, turn Avenger, had a small crush on her. While she was with Hank, she couldn't help but be a little flattered by the Autobots' respect for her. But she loved Hank, however, she could still be friends with him.

"Jan! We could use a hand over here!" shouted Crosshairs as he scaled one of the Monsters and shot the head off. The monster let out a snarl of defiance but ultimately fell to pieces as the Autobot rolled to the ground and opened fired on some more ice monsters heading their way. Jan nodded as she flew off blasting more Ice monsters, but there seemed to be no end to them. Right now, the only thing she could really do, besides shot and stay alive, is to hope Nick and the others figure out how to stop this as soon as possible.

* * *

 

**_Norwegian Sea_ **

Inside the Quinjet, the five heroes were currently heading to the source of the magical blizzard that has plagued the Earth and was now threatening to kill everyone and everything. While Thor and Black Panther were normally okay with taking monsters and what not, but this Asgardian blizzard did make Thor a little uncomfortable since this was only the third time the dealt with a foe of magical origin. But the uncomfortable feeling was mainly drowned out by Iron Man making fun of the fact that despite all his complaining about technology, they were now fighting an ancient 'magical' enemy.

"I'm just saying it's ironic," said Iron Man from the cockpit of the Quinjet. While he was wearing his Iron Man armor, this armor was actually a specially designed suit to handle extremely low temperatures and have weapons specially created to combat the sheer cold. Essentially, the suit was a weaponized heater with over the top shields that generate copious amounts of heat and Repulsor blasts that are mainly powered by extremely high temperatures, "All the complaining about technology, and an eternal Asgardian super-winter is threatening to destroy all life on Earth."

Thor only frowned as he looked in front of him, away from Tony, causing the billionaire playboy to smirk before he continued with his small tease of the Thunder for his complaints, "You have 'irony', right? On Asgard?" In the back, Nick was wearing his regular armor, but he had a few modifications made to it, mainly it had some thicker coating and a heating system to combat the below freezing temperatures. The cape had been replaced by a fur one that he could use to shield himself from freezing wings and to keep himself warm with heating wires sewn into it.

Next to him was Bumblebee who looked a little antsy, not because they were taking a long time to get to Norway, the blizzard making it nearly impossible to have a specific set of coordinates placed so they could avoid the cold and long trip in the Quinjet, but because of the absolutely freezing temperatures outside the cabin of the jet. While Stark did outfit him with a heating shield he, Ratchet, and Perceptor were working on, there was no guarantee that the shield would be able to keep the Autobot insulated completely. It may slow down the freezing temperatures, but that didn't mean he was out of risk. Nick could clearly see that the cop was slightly distressed.

"Bee, you'll be fine. Stark is one of the best scientists on the planet, along with Ratchet and Perceptor, you have nothing to worry about." reassured the teen, getting a nod from Bumblebee.

"Yeah, sorry, just, ever since I arrived back on Earth, I haven't seen Raf yet, and I want to see how he's doing." admitted the cop, getting a surprised but still sympathetic look from Nick. It was true, Bumblebee hasn't met up with the teen, he was mainly getting used to the fact that he wasn't the towering Autobot that had to hide in plain sight from the public, but was now a human-sized alien robot diplomat on the planet Earth and was working with a team of superhumans.

"I bet that Jan would love to meet Raf, Jack, and Miko, plus June," said Nick, but as soon as he said that, there was a loud clang as the engines began sputtering till they went offline, "But let's focus on the now rather than later."

Black Panther, who was wearing a camouflaged gray and white version of his regular suit was sitting to the left of the main pilot seat, reading the diagnostic report of the Quinjet, trying to find out what was wrong with the engines, "External temperatures are dropping exponentially," reported the Wakandan as he glanced over his shoulder to look at Iron Man who was frowning, "The engines are seizing."

While this news was slightly problematic to the heroes as the jet plummeted to the ground in a controlled descent, Thor was smugger than anything as he looked at Iron Man with a wide grin, "Indeed, we do have irony," confirmed Thor to Iron Man's earlier question, "Just as you are having some right now." the response practically dripped with cheekiness, which had the inventor declaring that he hated magic.

"Does this happen a lot? You know, Thor and Iron Man at each other's throats about magic and science?" asked Bumblebee as he held onto his chair.

"Yeah, pretty much." answered Nick as he held onto his own chair, watching as the snowy and icy ground got closer and closer as the seconds ticked by. In no time at all, the hyper speed aircraft crashed into the frozen landscape of Norway, not too far away from a mountain where a large vortex of icy wind was erupting from. Seeing as they weren't getting any closer with the Quinjet, the Avengers abandoned the frozen vehicle and began a very, very cold trek to the mountain cave where the Casket of Ancient Winters resided.

Inside the cave, Nick, Bumblebee, Iron Man, Black Panther, and Thor walked through the caverns of ice, mainly keeping an eye out for the source of the freezing temperatures and snow that came down across the entire Earth. While by themselves, the cave would have pitch black, Nick, who was using his long sword and the lighting that course across the blade and Thor, who used his hammer to also create a similar glow, used their respective weapons to illuminate the interior of the cave. But as the team was looking, it was Thor's turn to talk about the irony that Iron Man was enduring.

"All I am saying is that if your jet cannot handle a little cold weather-" began Thor, but Bumblebee decided to point out one thing wrong with his statement.

"Uh, when does below freezing temperatures across the entire globe count as 'cold weather?'" asked the Autobot, effectively shutting up Thor and preventing Iron Man from saying something that might cause the two to start arguing. Nick sent the cop a nod before he suddenly stopped when he saw the source of the frigid cold.

"Avengers, we're here." informed the Prime as he pointed up, directly the attention of his teammates to a long staircase leading up to a throne made of ice and a figure that reside in the throne. Floating beside the glorified chair was the casket of ancient winters, completely open and sending out a visible freezing wind to the hole in the ceiling where it was continuously keeping the Earth frozen. However, something else caught Nick's attention as he looked to the left to see Shockwave and Amora the Enchantress encased in ice. She had a frightened expression on her face, leading Nick to believe that she hadn't expected the cause of whatever that happened to her.

"Amora?" asked Nick, having to say it himself to believe, sure he didn't exactly like the Asgardian witch, but that didn't mean he wanted her frozen to death.

"Greetings, Thunderer," said a smooth voice, this caused Thor, Iron Man, Black Panther, Nick, and Bumblebee to look to see the owner. He was wearing a red suit with a black star in the center while golden highlights crisscrossed his body. The figures pale blond hair hung behind him as he looked down at his guests, "Fancy meeting you here."

"Malekith." spat Thor, knowing just who the culprit behind the eternal winter that is plaguing Midgard. However, the name was lost on Bumblebee and Iron Man.

"Okay, I'll bite," admitted Iron Man as he looked at Thor to his right, "What's a 'Malekith?'"

"Malekith the Accursed," elaborated Thor, listing off just who this man was, "the Master of the Hounds, a dark elf from the realm of Svartalheim."

"Svartal-what?" repeated Bumblebee, clearly having never heard of the realm of much of Norse Mythology, to begin with, to even understand what an elf was.

"You and your people were destroyed by the Frost Giants," stated Thor, a little harsher than was probably needed to get the point across, "How did you come here?"

Malekith only grinned as he was more than pleased to elaborate how he came into being and why he isn't dead along with the rest of his kind, "I walk in both world now, Odinson," answered the elf cryptically with a sadistic grin, "the living and the dead." To show that he meant what he said, the elf leaned forward, revealing the right half of his face that had been left with consequences of frostbite, courtesy of the Giants when they invaded his realm and sent his people into extinction.

"Then I shall send you back where you belong, elf." snarled Thor as he began to spin his hammer, preparing to hurl it right at the Elf. But before he could even let go of it, the icy winds escaping the Casket suddenly changed course and sped right towards Thor. The winds swept over him and obscured the Prince from view.

"Thor!" shouted Iron Man, as he and the others watched their friend be encased in ice within seconds. Now fully trapped in ice, Malekith laughed as he returned the icy winds back to the ceiling and also revealing Thor to be completely encased in the ice.

"What is it that you want, Malekith?" demanded Nick as he retracted his sword before re-extending it into a new blade. This one was more like a standard short sword, except it was wider, about one foot while the blade remained that width until it reached the length of four feet and ended in a triangle. The entire blade glowed blue while mist was constantly coming from the blade, "What reason do you have to unleash this winter upon the Earth?"

"I had heard that Thor turned his back on his father, choosing this mortal realm over Asgard," explained Malekith in typical villain fashion, going into background detail about his plans and what he planned to do next once he was done. Seriously, it's like there is a book about how to be a villain, "I too wish to make my home here. I will bring my people back to the land of the living in Midgard. In fact, it has already begun." And the dark elf wasn't wrong.

* * *

 

Back in New York, Captain America was currently fending off one of the ice monsters, the creature bit down on his shield, attempting to rip it away from his hands, but Steve held onto his trusty weapon. Seeing that it wasn't going to take the shield from him, the ice monster tried swiping its claw at him, but Cap easily dodged the swipe and flipped onto its back. Grabbing a hold of one of the ice spines that went the back of the monster, Captain America, tried snapping it off but was having some trouble due to the strong nature of the ice the monsters were created from.

But as the Super Soldier tried to break the monster, its body began to glow white as two green orbs began to glow in the center of its chest. Cracks suddenly began to spider web across the body, the monster roaring wildly as its form shattered, catching Steve off guard when he lost his footing. Instead of falling into the snow, he rolled with the momentum of the fall into a kneeling position as he saw more monsters began to shatter into pieces. From the pieces of ice, black smoke began to emerge and float into the air.

Steve saw the smoke rise up and take the form of black specters with ghostly tails. They had long thin arms with sharp claws while their heads were oval shaped with a point at the chin while sharp ears came from the sides of their heads.  _"The Casket's power will destroy you pathetic mortals, and I will cut off Midgard from the nine realms._

* * *

 

This land will become a new paradise for the dark elves," stated Malekith as he stood from his throne, seemingly and absolutely sure of what he was going to accomplish. Next, a sadistic grin began to form, but his body was suddenly enveloped in black smoke and the smoke then drifted down to the ground at the end of the staircase where the elf reappeared in front of the four heroes, his grin still in full force, "ruled by me."

Nick should have guessed this was some sort of invasion/annihilation vendetta from the start when he saw Malekith sitting on the throne. It seemed that every other villain he and the other Avengers run into seem to either want to take over the world or make a quick buck. If it's not one, it's likely the other, but the Prime was soon brought out of his thoughts when he and the other Avengers heard low snarling behind them.

They all turned around and saw blue glowing narrow eyes in the darkness, five in total. Bumblebee turned on his head lights, illuminating the darkness that shrouded the owners of the eyes. Once in the light, it was soon revealed to be several wolves, but these hardly any ordinary wolves as the began to grow larger, their paws become wider and claws much longer. The teeth became longer as well while the fur also became almost like a mane.

"Uh, nice doggies." whimpered Bumblebee as he activated his twin wrist blasters, taking aim at the wolves as they stalked towards the Avengers. Nick turned around to see Malekith grinning sinisterly.

"But sadly, you will not be around to see it." finished the dark elf as he summoned the casket to his hands and sent a huge gust of freezing wind at the Avengers. Nick had seconds to react as he jumped right in front of the freezing blast, raising his sword in front of him to block the rush of wind. The wind impacted against the Prime, causing him to yelped at the extremely low temperature. At first, Malekith seemed pleased to have taken out his first foe, but he frowned when he saw vapor spewing around the gust of wind. He stopped the surge of freezing wind to see Nick standing completely unharmed while his sword melted all the ice that formed around him.

"The best thing about having a Decepticon Hunter and needing to deal with freezing based villains is that I can create a Thermo-sword just the way I want it." stated Nick smugly as he twirled his weapon in his hand. Malekith glowered at the Prime, not appreciating the fact that the Casket's power had little to no effect on this child, but he wasn't out of the fight yet, for he had minions.

"My hounds," yelled Malekith in anger, "tear them apart!" Nick and the others all turned around to see that the dark elf's hounds were indeed ready to do exactly that. One hound that was standing on a raised ledge jumped down and tackled Iron Man to the ground, trying to bite the inventor's face plate off. A pair went after Nick who raised his sword to fend off the animals. One leaped at the Prime, but he blocked the hound and threw it into the other, sending both hounds sliding across the ice floor.

Black Panther was facing off against one hound, the animal charging right at him, but the King was ready and ran up the side of the cave wall and vaulted off it and over the hound as it tried to catch him in its jaws. Bumblebee had the unfortunate luck of taking on two himself, resulting in getting surrounded on both sides. "Oh, scrap." swore the cop as he kept his attention on both animals, ready for whenever they might attack. That's when both animals leaped at the same time, but Bumblebee saw it coming and jumped into the air over the hounds, letting them run into each other and consequently, knocking the other out. Upon landing, he saw Black Panther just take out his hound with an axe kick and landed gracefully on the ground.

"We need to take out Malekith, he's the one behind all this." suggested the scout as he raised his fists. Black Panther nodded as he and the Autobot both rushed at Malekith. Black Panther attacked first, throwing a punch right at the dark elf, but when his fist made contact with Malekith's chest, the elf turned into black smoke and vanished from sight. Not a second later did he reappear behind Black Panther, but took several shots from Bumblebee, causing him to grunt in pain as Energon was actually effective against magic, but this did not keep him down for long.

"Bumblebee, Panther!" shouted Nick as he held back a hound, but his warning came too late as the dark elf's body suddenly turned black and gray, he attacked both Avengers. Two screams filled the cave.

* * *

 

**_New York_ **

In New York, things could have been much, much better for the Avengers. Aside from the below freezing temperatures and the ice monsters, they had relatively made some progress fending them off, but now with the Phantom elves returning, they were really outclassed. Around Wasp, Crosshairs, Warpath, Hawkeye, Jazz, and Hulk, phantom elves flew around the air, in what could be a form of intimidation, it did not deter the heroes from attacking them. Hawkeye notched one of his arrows and shot it right at an elf, but the creature turned into black mist the second it made contact and reformed like it had never been hit at.

"We're getting surrounded!" shouted Warpath as he fired his Gatling gun at a group of dark elves, turning them into mist but had no permanent effect, "We're getting flanked everywhere!" the Autobot was not wrong as he and the others were soon standing back to back, surrounded on all sides by Dark Elves who had now taken on bipedal legs. All around them, elves began to march towards them. Wasp was firing her stings at whatever phantom that came her way while Jazz and Crosshairs were firing their respective weapons as well.

Hulk, who was getting extremely frustrated that the shadow people wouldn't stay smashed when he smashed them, but he was far from giving up. Seeing a Dark Elf heading at him, the jade giant tried punching it right in the face, but the elf turned into black mist and surrounded the bruiser. Hulk grunted in anger as he suddenly felt the mist began to drag him away from the fight.

Hawkeye was not faring so well either, his arrows were nearly useless against the elves, every time he shot one, they would turn into mist. It was basically a 'you can't hurt me but I can hurt you' scenario. After firing another at another Dark Elf, he was suddenly knocked down by a dark elf into the snow where more began to pin him in place. "Jan, Hulk, Warpath, somebody!" shouted the archer, but his attention was suddenly drawn to the hands of the elves pinning him in place, across his chest, ice began to creep all over his body.

"Hawkeye!" shouted Jazz, before he could help the archer, the Autobot was forced to send a sonic blast at several dark elves that tried to surprise attack him.

* * *

 

**_Norway_ **

In the cave, Nick was currently holding off two hounds, grasping them by their snouts and forcing them to look up and away from the Prime. While he did not like hurting animals, he seriously doubted that a few punches would permanently hurt these creatures. So, Nick suddenly pulled the hounds back to his left and right and proceeded to bash them into each other. Both animals yelped in pain as they were knocked out. Looking at Iron Man, the teen saw that he was struggling to hold the animal back from his face.

"I got you, Tony!" shouted Nick as he ran over to the Armored Avenger and shoulder charged the animal right off him. Iron Man shot to his feet and fired a Unibeam Blast at the ice that encased Thor, melting the Thunderer free, but Iron Man was suddenly tackled by another hound. Now that he was out of the frozen prison, Thor fell to his knees, chattering as the cold had clearly drained him and he was now trying to get his barrings back. Seeing that he was coming around, Nick directed his attention to the swirling black mist that surrounded both Bumblebee and Black Panther.

"Thor!" shouted Nick as he ran over to the Prince to help him up, "Thor you know more about Dark Elves and Malekith than anyone else present. How do we beat him?"

"Metal is bane to the Dark Elves," answered Thor, still shivering slightly. Even an Asgardian is not completely free from frostbite and sheer cold, "Iron is his weakness." Black Panther or Bumblebee must have heard him because not a second after he had said that, Malekith cried out in surprise and the mist suddenly retreated from both heroes, allowing them to fall to their knees.

"Vibranium would seem to work as well." said Black Panther as he held two daggers in his hands, indicating that he was the one who freed them both.

"Thank goodness for that." said Bumblebee in a strained voice. Off to the side of the cave, Malekith reformed and supported himself against the wall, holding his chest while he glared furiously at both heroes who he once had imprisoned.

"You dare?" demanded the elf, clearly infuriated that mortal was able to harm him, but only slightly, "A mortal and a machine thinks they can hurt Malekith the Accursed? A mere man?"

"How about an Iron Man?" quipped Iron Man as he grabbed the elf by his shoulders and hoisted him into the air, flying right into the icy winds that erupted from the casket. Once inside the winds, Iron Man tried to force the elf to surrender but Malekith began to laugh, though still strained.

"Your armor has very little iron in it." the villain was able to turn the tide of their grapple with one move and threw Iron Man out of the freezing winds, allowing himself to remain in the mystic cold. The Avenger flew across the cave and crashed into the icy walls, temporarily buried under a pile of ice and snow. Nick saw Tony get thrown across the cave and clenched his fist in anger: no one hurts his team and gets away with it. Helping Thor to his feet, he and Nick marched right in front of the swirling vortex where Malekith hovered in the center, his hair blown right up and waved in the howling wind.

"We must defeat Malekith before he turns Earth into a frigid wasteland." stated Nick as he readied his Thermo-Sword, the blade glowed brighter while more mist washed off it. Thor nodded as they both directed their attention on Malekith.

"You forget your place, Dark Elf," stated the Odinson, "Let us remind you with whom you are dealing!" With that, Thor raised his hammer into the air, lightning came down to the weapon, lighting up the entire cave with its glow and shock the ground as Thunder cracked across the sky. Nick did the same gesture, the blade of his sword glowed brighter till it started to change color from blue to red. The ground around him began to melt as the heat from the sword skyrocketed. Both heroes then sent a blast of lightning and a ray of heat right at Malekith, but when they connected, both attacks had little to no effect at all on the dark elf. If anything, the already freezing temperature dropped significantly, causing Bumblebee's sensor to hit the blue zone. The Autobot symbol began flashing blue while a warning beep began to sound.

"This is bad." said the Autobot as he and the others looked up at Malekith who was laughing madly

"Your hammer, Odinson may wield magic, and your sword may control the temperature, machine," stated the dark elf insanely as his eyes were glowing bright blue, "But I am magic. I am beyond life and death now. And with the power of the Casket, nothing can stop me."

* * *

 

**_New York_ **

"I hate the cold!" shouted Warpath in defiance as he tried to fight off several dark elves, but was ultimately frozen from the neck down. He knew Earth was wierd if his teammates was anything to go by, but this was just stupid! Fighting ghosts that can freeze by just touch? He was kinda wishing he had stayed on Cybertron. But he wasn't the only feeling the burn of the ice. Beside him, Hulk was also frozen in place by several dark elves. He had just got unfrozen from being stuck in the pool, he wasn't about to re-experience the deep freeze again. But even with his strength, he soon was also frozen in a few seconds.

Wasp was flying around the battle, her small size makes her very hard for the dark elves to grab her and freeze her just like her teammates. Looking around, she saw that Crosshairs and Jazz had also been frozen, their sensors going off showing that they didn't have much time before permanent system damage took place.

"Come, Nick. Iron Man? Bumblebee?" pleaded the heroine as she looked around, the battlefield was completely littered with dark elves, some flying over her while others began to close in on the heroine, "Anytime now."

* * *

 

**_Norway_ **

In the cave, the already frigid cold was causing the Avengers to become sluggish and grow tired because of it. Bumblebee had to take shelter otherwise he might accelerate the effects of the cold on his body. But while he was more than willing to fight, he knew when conditions were far too dangerous for him to handle. But that didn't mean he liked it as he watched both Iron Man and Nick try to blast the dark elf that was surrounded by the erupting blizzard from the casket.

"This isn't working!" shouted Iron Man ti the group.

"Oh, really? I hadn't noticed!" snapped Nick, the cold was beginning to cause his nerves to run short and become a little snappish, "Thor, any ideas on how to stop this guy?" Nick looked over his shoulder to see the uncertain look in the Prince's eyes.

"I-I do not know." admitted Thor, he was beginning to wish they were fighting a monster created from science because at least they would have a solution to beating it. But right now, they needed to focus because Malekith, who looked like he was sleeping in the blizzard opened his eyes and sent a massive wave of wind at the heroes. Iron Man and Nick were sent sliding back before they had to brace themselves for the wind to wash over them. Thor was able to hold his ground against the rush of cold but the same couldn't be said for Iron Man who had ice formed on his armor while he tried using a heat shield to block the chilling gust. Nick swung his cape around him to keep himself from freezing, but after he saw Bumblebee nearly lose consciousness did he take off the clothing and wrap it around the Autobot.

Behind a wall of ice, Black Panther was seated in the snow, holding his body as he shivered from the freezing temperature. "In Wakanda, science and mysticism work together to accomplish things neither could do alone." informed the King. Nick saw what he was going at, science and magic were extremely powerful forces, there was no question, but combined, they could easily solve problems like this. But the only trick was to see if Thor and Iron Man were willing to work together to accomplish such a goal.

Iron Man also saw the logic to use both magic and science to beat Malekith, and he knew two things that could stop the dark elf. "You lightning..." called out Iron Man, knowing that Thor's lightning was more powerful than any other on Earth.

"It is no use," answered Thor, he had tried to use his power along with Nick, but neither of them could make any progress against the elf, "He is too strong now."

"My armor," pointed out the inventor, "it weakens him. We can do this." It was true, while the armor may have very little iron in it, it was still iron and still one of Malekiths' weaknesses. Thor nodded as he got ready to fight, but he wasn't the only one.

"We need as much lightning as we can get to bring him down." shouted Nick over the howl of the wind, retracting his Thermo-Sword for his long sword, the blade crackling brightly.

"On my mark, hit me with everything you two have got." ordered Iron Man and with that, he shot into the air, barreling right for Malekith. While the suit was resistant to the cold of the Casket, it couldn't withstand it for long periods of time so he had to get Malekith out of the winds and into the open for Nick and Thor to hit him with all they have. In one swoop, Iron Man tackled the dark elf out of the freezing winds and into the open where he grabbed ahold of him and held him in place. The elf grunted in pain as he felt the sting of iron in the mortals' suit.

With their target wide open, both Nick and Thor raised their weapons into the air, generating a massive amount of lightning that lit up the entire cave. "FOR MIDGARD!" roared the Thunderer as he blasted a huge bolt of lightning at Malekith. Nick did the same, both bolts of electricity began to feed back on one another, creating a massive lightning bolt that struck Malekith with full force. The dark elf screamed in pain as he felt the power of both forces strike his body. A massive flash followed the strike, leaving Thor to fall to his knees while Nick stumbled slightly as he tried to keep standing.

Iron Man fell into the snow, groaning as the jolt left his systems nearly offline. Still suspended in the air, Malekith was left completely gray, his clothing and skin completely burned while a terrified expression adorned his face. Or that was until his body began to crumble and he disintegrated into dust in mere seconds. Seeing that the Casket was no longer under the dark elf's control, Nick began to trudge towards the ancient artifact. The winds become stronger with each step while the temperature became colder. Nick was groaning as he got closer, ice began to form on his armor while he was within arms distance of the Casket. He didn't know how long it took him to reach the mystic object but when he did, he shut the casket, letting it fall to the ground the howling wind to stop altogether. With the rush of air gone, the Prime fell to his stomach, exhausted and freezing cold, if hadn't been this way, he would have seen the wave of magic that erupted from the Casket and spread across the cave.

Outside, a blue ring shot out from the mountain and continued outward, the winds and falling snow stopped altogether when the wave passed over the area. In seconds, the sky began to clear and spread out across the planet, the effects of this Asgardian winter were now over, and not a moment too soon.

* * *

 

**_New York_ **

Back in New York, Wasp was struggling to keep out of the grasp of the dark elves, the Phantoms became more focused on her now that her teammates were indisposed. But that didn't mean she was any easier to catch. Jan was flying in between the fingers of dark elves, her mind racing as she kept focus on where her enemies were, but in one corner of her mind, there was that promise she made Nick: to look after his friends and family. Right now, she was doing everything she can to keep that promise and save the others, but it seemed like her luck had run out. A dark elf had managed to catch her in its claws, grinning wildly as it got ready to freeze her like its brethren did with the others.

But before it could even begin, a light broke through the colds, causing the dark elves to all look up at the sky in horror. Jan also saw the light breaking through and the snow stopped falling. A relieved and proud smile crossed her face as the clouds began to clear: Nick and the others had stopped whatever or whoever caused this. Across the entire planet, the raging blizzard stopped right on the dime, the mystic snow that came from the casket melting almost instantly while the temperatures of the planet began to rise.

With the sun out, the dark elves all screech and howled in anger, fear, and pain as their bodies began to disappear. One by one, the streets that were once mobbed by the spirits were suddenly cleared. The ice that trapped the Avengers melted away and allowed them to fall to the ground. The Autobots also fell to the ground, groaning as their system began to recover. Hawkeye, who was passed out on the grass of the Mansion groaned as he felt the blistering summer heat return, wiping his brow.

"What-what happened?" asked the archer as he sat up. The Autobots also began to sit up, Crosshairs groaning tiredly but still was up.

"Saved the world, go us." said the specialist in a sarcastic tone but was still glad to have the heat back.

"Weirdest. Planet. Ever." stated Warpath as he fell backward to lie on the grass. Jan laughed as she sat cross-legged on the warm and usually dry grass beneath her.

"Weird or not, this is home," said the woman as she looked up to see the sun was out once more, "(sighs) Welcome back sun."

* * *

 

**_Norway._ **

In the cave where the Casket was kept hidden, the five Avengers were all shaking the snow off of their bodies, Bumblebee's core temperature returning to safe levels, but he would still need a full examination from Ratchet back at the mansion. Nick was back on his feet, a knowing smile on his face as he watched Thor and Iron Man apologize to one another for their views on both magic and science.

"I, uh, thank you, Tony Stark," said Thor, helping the inventor back to his feet while also apologizing for the comments he had said about science though not directly saying sorry. It's a guy thing, "Nicholas and I would not have defeated Malekith without you."

"Hey, no problem," said Iron Man, who, shockingly, looked as though he might say something kind as well, "My tech, it was nothing against him. I needed-"

"Together, we-AH!" cried out Thor as he was suddenly struck by a familiar axe, the side of the weapon struck the thunderer's temple and knocked him out. The other Avengers all went on guard but were suddenly blasted by several purple energy bolts. The strikes were able to knock, Black Panther, Iron Man, and Bumblebee out while Nick was just able to stay standing. Looking to the source, the Prime saw Amora, Skurge, and Shockwave, free from their icy prisons. In Amora's hand was the Casket of Ancient Winters.

"No!" shouted Nick as he flew right at the witch but was suddenly slammed into the snow, carving a small trench as he came to a stop right at her feet. The Prime then felt his body being forced into a kneeling position while he looked up to see Amora's other hand bathed in magic, "What are you doing here? Are you seriously working with Malekith?"

"It will all be revealed soon," replied Amora soothingly as she caressed the teen's cheek in her hand. Behind her, a swirling Groundbridge appeared, Shockwave and Skurge were the first to go through, however, Amora stayed behind as she knelt down and leaned to give Nick a slow kiss. Nick's eyes widened, barely two months and he already broke his promise to Carol. However, the kiss that the witch gave him was far from sweet, as her tongue wormed its way between his teeth and wrestled Nicks' into submission. Amora moaned as she made out with Nick, who did nothing, his idea that if he resisted he would only encourage the woman to try harder to sway him to her favor, so to show he really had no love for her, he did nothing. Though it may be a double-sided blade because Amora could do whatever she wanted if he did nothing. And she was doing exactly that.

The witch was clearly enjoying this as she knelt down in the snow, wrapping her arms around the teen's neck, pulling him flush against her body and her generous bust. After nearly five minutes of having her fun with Nick, Amora released the Prime's mouth, playfully biting his lip as she giggled as Nick had to catch his breath from her nearly mauling his face.

"I hope we run into each other soon, my love." whispered the witch as she stood up from the snow, swaying her hips in an obvious manner as she struts through the portal. As soon as she left, the bonds that held Nick were broken and the Avengers were getting back to their feet, but the Prime was still kneeling, staring with a stone emotionless expression on his face.

"Uh, Nick, what happened?" asked Iron Man, causing Nick to snap himself out of his stupor and stand up.

"Amora." stated Nick as he turned around to face that Avengers, however, one thing was hardly lost on all of them.

"Why is there lipstick on your face?" asked Bumblebee.

"SHUT UP!"

**_To Be Continued..._ **


	21. Hail Hydra!

**_Chapter 21: Hail Hydra!_ **

**_New York, New York City, Avengers Mansion, Training Hall_ **

They say that you should always rise to a challenge, even if that challenge seems impossible, but humanity had a tendency to prove that wrong at times. Like when they fought off a time-traveling warlord bent on conquering the present, or when people fought against a villain that could control gravity. And Nick had seen plenty to know when something should be impossible, but a smart man once said, 'what is impossible is what goes beyond our imagination.' Meaning that as long as we could imagine ourselves doing that which seems impossible we really have no limit, the only limit is time. And what should be impossible was about to be done by Hawkeye with his bow and an apple.

Down in the training center, the Archer was currently taking aim at an apple that rested on a small pedestal. But this was no simple shot as several obstacles lay in his way. Several energy barriers formed into rings with small wedges cut into them rotated random speeds while two metal panels shifted up and down to block his aim. Meaning, he only had one opening in a given amount of time to take the shot, but it had to be perfect and so far, Iron Man, Ratchet, Crosshairs, and Warpath were rather skeptical about the Archer making the shot.

"There is no way you're going to make that shot." stated Iron Man, having created the set up specifically to make sure Hawkeye 'doesn't' make the shot. Jan had to agree with the scientist, seeing what the Archer was up against, there was very little chance of him actually making it.

"Yeah. Iron Man's right," agreed with Jan as she flew in front of Hawkeye to gesture behind her to the obstacles, "That's just not going to happen." And she wasn't the only one who was thinking the same conclusion.

"I don't like to use the word impossible, but..." began Ant-Man, leaving off for his comrade in science to pick up the slack, AKA Ratchet.

"The term here would be well placed." finished Ratchet, sharing the same conclusion as Tony and Hank. However, Crosshairs snorted as he nudged Hulk.

"What do you think, Big Green? He gonna make it?" asked the specialist to the bruiser, but honestly, a tiny part of him had an inkling that Hawkeye might make the shot.

"Don't care. Only came in case Hawkeye started a fight." snorted the jade giant as he leaned against the wall of the training room. Beside him was Warpath who was eagerly waiting to see Hawkeye make the shot, or perhaps start a fight which he could join in.

"Thanks for the support,  _team_ ," said Hawkeye sarcastically, resulting in Jazz and Bumblebee snorting in amusement while Jan, Hank, and Iron Man shook their heads. But for the Archer, he had two aces in the hole, standing directly behind him, "What do you think, old man, Prime?" Behind him was Captain America and Nova, the two main faces of the Avengers. While Nick was one of the founders of the team, he didn't have a lot of popularity due to mainly avoiding the media because that's what Primes do, they aren't really for popularity. Cap was a little more open to the idea of showing the people about who they are but didn't support it a lot. However, if there was one thing they both supported, it was Hawkeye's aim.

"I haven't seen you miss yet," began the Super Soldier, giving the Archer a small confidence boost, "I don't expect you to start now."

"Prime?"

Nick didn't immediately respond, staring blankly at the apple resting at the end of the obstacles. But there was something off about the Prime and the teen since the Avengers last encountered Amora and her followers nearly two months ago: the teen was slightly more aggressive in a fight, instead of trying to reason with some villains they encountered, the Prime would talk to them, but not as long as he used to in order to convince them to surrender peacefully. Now he would just take them down if they resisted or threatened innocent people. However, he shook himself out of his stupor, a nearly invisible emerald glow faded from his optics.

"Sorry, sorry," apologized the Prime for not responding right away, "Personally, I think you'll make, but only one way to find out." The Human/Transformer smiled behind his mask, giving the Archer a nod, saying that he had faith in his abilities, and the Archer returned his attention to the Apple sitting on the pedestal, narrowing his eyes in narrow slits as he pulled his arrow back slightly. After a few tense seconds, he let loose the projectile, flying straight and true, past the five obstacles. It looked like it was going to hit home when the lights suddenly went out and all the machinery came to a sudden halt.

"What?" called out Hawkeye, not sure if he hit the target, "Did I make the shot?"

"You better. I bet five dollars saying that you would." quipped Warpath, completely surprised by the darkness but also still curious about whether he made it or not.

"I'd be more interested in who turned the slagging lights off!" shouted Crosshairs, "Where's Stark!"

The hall was suddenly illuminated by Nova, his fist glowing blue thanks to his powers. Jan was also doing the same with her Stings, charging them up to full while looking around for the inventor. Their search came to a sudden halt when Jazz accidentally tripped on something, the sudden darkness had his optics readjusting so he didn't see the inventor, but something was wrong. Iron Man's suit was shut down and the Arc reactor blinking as it began to reactivate.

"Found Tony." said the Autobot as he got up and pulled the inventor to his feet, "Yo, Tony, what happened and why are all the lights off?"

"Uh, that was an EMP," informed Iron Man, checking his suit's systems and making sure everything was running smoothly, "an electromagnetic pulse."

"Why isn't the Mansion's backup generator kicking in?" asked Bumblebee, waiting for the power to come back on while he approached the inventor, however, Ratchet was the one with the answer first.

"The Mansion is capable of withstanding a single EMP with no trouble, but it appears that three pulses discharged simultaneously within the city," informed the doctor as he used his PDA to make sure each Autobot was unaffected by the pulses. While a Cybertronian is relatively immune to most EMPs, they aren't when the pulse is set to a specific frequency. However, the time for finding what happened had passed and was replaced with how it happened.

"We must get to the city streets," stated Nick as his body began to glow, "Now." No sooner did he say that the Hulk grabbed the arms of both Cap and Hawkeye and leaped to the ceiling, smashing right through it and continued up to the main floor of the mansion. Iron Man sighed as he flew after them, but Nick was left behind to facepalm. "I probably should have said to take the stairs as well."

"Yeah, you probably should've, Prime." snickered Jazz as he shot his grappling hook to the ledge and pulled himself up while Bumblebee grabbed onto his leg to ride up as well. Wasp followed behind while Ant-Man shrunk down so he could be carried by her as well. Nick sighed as he flew over and grabbed both Warpath and Crosshairs and flew up to the hole. Ratchet decided to stay behind and act as mission control. As soon as he got the power back on.

Up in the main hallway, the Avengers were all gathered and were getting ready while Hawkeye approached the main door, however, the owner of the mansion had one thing he needed to point out.

"You know, there were stairs we could have taken," said Iron Man crossly, the number of damages done to the Mansion was actually starting to put a dent in his bank account, but he wasn't a billionaire for no reason. Right now, Hawkeye and Crosshairs didn't really care as the continued walking.

"You should have guessed we'd be running out pretty fast on a regular basis, Stark." pointed out the specialist as he turned around to smirk at the inventor. Hawkeye chuckled as he grasped the door handle.

"Plus, you're the one who said there was, uh..." trailed off the Archer as he opened the door and saw who was on the other side. Standing on the front stoop, was a very, very familiar person. Long red hair hung down while her black suit clung to her body, hiding nothing about her figure. Around her waist was a golden belt with a black and red hourglass symbol was designed into the buckle. Around her wrists were special devices the woman called Widow's Sting. Standing at the front door of Avengers Mansion was Hawkeye's ex-partner: Black Widow, AKA Natasha Romanoff. The woman stared at the heroes with unafraid green eyes, but this did not stop Warpath from priming his Gatling Gun and the other Autobots to follow suit, however, as the rookie aimed his weapon at woman, Nick turned into his Cybertronian Form and placed his hand on Warpath's wrist without saying a word and lowered the weapon.

"Avengers," greeted Black Widow, "I need your help." A tense silence hung in the air while the heroes and former SHIELD agent looked at Natasha, no one said anything until Hawkeye spoke up.

"Natasha." greeted Hawkeye in an emotionless tone, but she did not return the gesture as she brushed right past him without batting an eye. However, two Avengers were less than pleased to see the traitorous spy.

"I know you," snarled Warpath as his fist shook in anger, "You're that spy that attacked my buddy, Hulk in the desert." Hulk snarled angrily at the memory, however, she wasn't just an attacker.

"Yeah, and she's a traitor." added Wasp, now at full size seeing that she didn't really need to be with this many Autobots in the room.

"Framing your own partner, that's wrong." stated Crosshairs crossly as he kept his twin machine pistols aimed at Black Widow, "Get her." As soon as that sentence left his vocalizer, Warpath lunged forward, wrapping his large fingers around Natasha's torso and tossed her to the ground. The woman yelped in pain, not ready for the attack but froze when she saw the rotating barrel of Warpath's Gatling Gun two inches from her face.

"You have to listen." pleaded Natasha, keeping her voice level, but Nova could detect a small amount of fear from her. Turning back to human, the Prime took his helmet off and walked over to the woman being held at gunpoint.

"You have five seconds to explain why you are here before I have Warpath squeeze his trigger," threatened Nick as he knelt down beside the woman to look her in the eyes, "Did you set off the EMPs?"

"I'm not a traitor," Natasha continued to plead, which the Prime found odd since she could likely hold her own against most of the Avengers, "You have to believe me. Nick Fury sent me to infiltrate, Hydra." The spy then directed her attention her former partner with a small amount of concern. "Clint, please." The Archer looked down for a moment, debating if they should listen or take her to SHIELD to have her locked up.

"Clint?" asked Nick standing up to look at his friend, seeing the distressed expression on his face about this entire thing. Ever since he and the other Avengers attacked Hydra Island, he was certain that Natasha was a traitor, but when she saved him from Baron Strucker, he wasn't so sure anymore. Inside the Archer, his mind was saying that she was a traitor, but his heart said that they should listen to her.

"Let her up, Warpath," requested Clint, walking to the Autobot to stand by his side while the Autobot looked at him like he had three heads, "She saved my life, I owe her that." Warpath raised a metallic eyebrow at the request, still keeping his weapon primed and rotating, but slowly and surely, it began to slow, however, just to be sure.

"You do anything I don't like, and I'll vaporize your ass." seethed the rookie as he stepped back. Nick sighed while shaking his head, placing his helmet on a special clip on his belt, he bent down to help Natasha up which she allowed but pulled out of his arms as soon as she was standing.

"This better be good, Natasha. You got one minute," informed Hawkeye as he walked up to his former partner and friend looking her right in the eyes, "Start at the beginning."

So Natasha explained everything, from the moment she had to betray Hawkeye to the present and what had happened between now and then. As it turns out, Hydra had been paying AIM for months to create a device for Strucker that could warp reality to whatever the person who touched it wanted. At this, Nick shifted uncomfortably at the thought. What Natasha just told him sounded hauntingly like the Dark Spark. The ability to change the very fabric of to whatever you wanted was a very, very, very dangerous amount of power and something that should be used responsibly and sparingly. While most Avengers didn't notice the Prime shift ever so slightly, it wasn't lost on Natasha who indirectly had her focus on him.

When she last saw him, the Prime was so willing to trust someone he and his team had been chasing for weeks, but when she showed up, he didn't even hesitate to threaten her life. What had changed? However, the spy couldn't really think about that right now. Hydra was preparing to launch a full assault on AIM within the city. After Strucker found out that he was being deceived by Modok and that AIM was bleeding Hydra dry of funds but until the technopath suddenly returned the money and stated the Cosmic Cube was a failure, did Strucker realize that there was a chance that the Cube would work and he wasn't about to let this opportunity slip through his grasp. This why Natasha came to the Avengers. She couldn't go to SHIELD because she was branded as a traitor, which maybe the Avenger's fault, and SWORD was still being put together so all that was left was the heroes.

"This was my mission," concluded Natasha, "to infiltrate Hydra, learn the nature of the weapon they had hired AIM to create and neutralize it." After a moment, she looked down seemingly regretful, "No one could have foreseen this." While her story did seem likely, a few people didn't buy it.

"I don't buy it, lady." stated Captain America, "If you infiltrated Hydra under orders from Nick Fury, then why come to us? Why not go to him?"

"I tried," answered the Russian spy, "He had set up a special channel for me contact him when I needed to, but he's not responding."

"And it's not like you can go to SHIELD," added Nick, seeing why she came here and not the peacekeeping organization. However, Warpath didn't understand why.

"Why not?" asked the burly red camo Autobot.

"As far as SHIELD is aware, Natasha Romanoff is a traitor to them and will not hesitate to arrest her. We are likely her best chance of stopping both AIM and Hydra." explained the Prime.

"Fury was the only one who knew the truth," confirmed Natasha, "and as far as I can tell, he's disappeared." However, Nick knew the real reason thanks to Soundwave keeping his promise to monitor everything SHIELD does regarding Cybertronian affairs and whatever else the spy may find important. But what Nick learned from Soundwave made him uncomfortable but he couldn't focus on that right now.

"Yeah, I'm with Cap," interjected Iron Man, siding with the Super Soldier about the whole 'coming to them for help', "I don't buy it. Not the Fury part, that I can believe. But a Cosmic Cube?"

"The ability to warp reality is not unheard of Tony," disputed Nick as he stepped up to stand beside Natasha, causing a few Avengers and Autobots to look at him like he had lost his mind, "There have been ancient artifacts that Cybertronians encountered that have changed reality to an extent, but even if Hydra or AIM does not possess such a device or if it doesn't work, the fight between them could level the city and place hundreds of people at risk. And that is a danger we cannot simply ignore."

"Exactly," agreed the spy, nodding as she did so, "It doesn't matter what you believe. Strucker and Modoc believe it will work and are willing to fight for control over it." As soon as she finished, the ground shook slightly as several cannon shots broke the night silence. Taking out his PDA, Nick projected a live feed of what was happening outside in the city, however, he didn't need to because a huge flash illuminated the hall of the Mansion through the windows, causing the heroes and spy to shield their eyes from the flash.

"Kind of like that, I'm assuming," stated Ant-Man dryly. However, the sense of humor was lost on Nick, or he really didn't care about it right now because of the fight outside. Taking his helmet, Nick placed it back on and began issuing orders.

"Avengers, get to the Quinjets. Our top priority is containment. We need to keep the fight away from the civilians as much as possible." with that, Nick turned around on his heel and began to head for the living room where the entrance to the sub levels rested.

* * *

 

**_New York, Hudson River_ **

At night, the Hudson looked very calm and peaceful, the lights from the city reflecting off the water not long ago, but now a few stars could be seen in the sky since the EMPs that went off shut down all electronic devices in the city. It may have been beautiful, but it would not last long as a Quinjet erupted from the water, followed by Nova Prime in Hyper Mode, Iron Man, and a second emerald and gold jet. Inside it was Hawkeye who was piloting it while Black Widow sat in the co-pilot seat and Ant-Man stood on his shoulder.

Following the two jets, Iron Man and Nova flew side by side, but there was an obvious tension in the air. As they were going to the battle, Iron Man had a few more words he had to say to Natasha. "If you so much as sneeze in a way I don't like, I'll let the Hulk have you for lunch. Got it, Widow?"

 _"Of course,"_ replied the assassin from her jet,  _"We all want the same thing here, Iron Man. Once we get the Cube, I'll surrender myself to you."_

 _"Pretty sure there's a double meaning in that sentence."_ quipped Jazz, snickering slightly, resulting in an audible sigh from Nova, knowing that the Autobot would say something like that. However, the threat from Iron Man was not unnoticed by Bumblebee and Wasp who was sitting in the same row with Warpath in the back on, one in front of the other on the right side of the Quinjet. Jazz, Crosshairs, and Cap sat in the other row with the Super Soldier piloting, leaving only Hulk to sit on the floor, who really didn't mind.

"Isn't it funny how people are all afraid of you?" said Wasp, trying to lighten the mood before the fight. Bumblebee had to agree with her, as did the other Autobots, ever since Nick had told them how Hulk was able to go toe to toe with Graviton (after explaining who he was beforehand), the Autobots learned not to annoy the Hulk too much.

"Bet she really thought you would eat her." added Crosshairs with a chuckle while he elbowed the Hulk who didn't even notice the nudge. However, it was what Hulk said next that sent a wave of fear through the occupants of the jet.

"I would," stated Hulk gruffly. Jan, Jazz, Warpath, and Crosshairs chuckled nervously but quickly stopped as they all shifted in their seats worriedly. Would the Hulk actually be willing to eat another person? They all knew Hulk had a temper and wouldn't hesitate to smash something that attacked his team and friends, but eating someone seemed like an overkill. However, any light hearted feelings were dissolved nearly instantly when the heroes saw several explosions in the distance above the city. The battle between Hydra and AIM had begun.

"Heads up, team." cautioned Captain America, wanting to make sure the Avengers work together to keep the people safe and keep collateral damage to a minimum. The Autobots in the all readied their weapons while Hulk cracked his knuckles and Wasp got ready to leave her seat when the fighting would start. However, at the distance they were from the fighting, AIM and Hydra were more focused on each other than the incoming Avengers.

Flying low through the city streets, a large pod, about the size of a two-story building with a diameter of twenty-five feet, was currently on the run from several Hydra jets while a swarm of smaller pods followed closely behind the larger, most likely acting as guards to the larger. In all likelihood, this transport could be the one where Modoc was residing in and several of his lead researchers as they continued to finish work on the Cosmic Cube. Despite Hydra's advantage in sheer numbers, they were very much outclassed in advanced weapons. This was made clear when one Hydra jet fired on one of the smaller pods, but the shots were deflected by a force field around the ship. In retaliation, the pod fired a gold beam of energy at the jet, the energy washing over the aircraft before jumping to a nearby building. Whatever the energy was, it caused the jet to come to a sudden halt and suddenly pulled to the building where it continued to radiate with the unknown energy and remain stuck to the building.

Even with one jet out of the fight, AIM was far from safe as more Hydra fighters came rushing in to attack the group of pods flying through the city. Inside the lead ship, Modoc and the lead researchers worked furiously to complete the Cosmic Cube, but it was rather hard to accomplish when there was a constant barrage of laser fire from Hydra.

"Shields are holding," reported one of the drones under Modoc's command, while the ship was holding together, dozens of panels and consoles were sparking from earlier hits that rocked the pod, "The EMPs took down some of the Hydra forces, but the majority are equipped with shielding that-"

"That we designed for them," cut off Modoc, his tone showed that he was rather annoyed with how much Hydra was a threat to his genius, "It does not matter. We do not need to defeat Hydra," the technopathic villain explained as he turned around to look down at the Cosmic Cube, entering the final stages of completion, a satisfied and rather sadistic grin spreading across his huge face, "We only need to delay them." As the Cube was being completed, the onboard computer sounded off how long it should take, given the current conditions.

 _"17 minutes until influx of extra dimensional energy is complete,"_ reported the A.I. created by AIM. Even though Modoc could easily do the math himself, the use of an A.I. seemed logical so that he may focus on other matters that bedevil his forces. The squad of AIM ships flew over the Hudson River, Hydra still hot on their tail and firing, but soon incoming shots struck both parties from the left. Joining the fight was Avengers, Iron Man firing his Repulsors, Nova with his twin rifles, the Quinjet, and the stolen Hydra fighter.

"Iron Man, what's the ETA on Thor and Panther?" asked Captain America as he piloted the Quinjet while Crosshairs was living up to his name and firing several shots from the gunner's seat in the jet. The Autobot had been rather pleased to see that Stark had included more weapons around the aircraft and was readily using them, taking down a few HYDRA jets, but the AIM ships were another matter thanks to the shielding.

 _"They're nine minutes out. This crazy."_ said the inventor in shock, having only seen this much fighting when Kang invaded the Earth with his forces. It wasn't a lie, so far, things had been rather quiet since the invasion, other than the Casket of Ancient Winters and the return of the dark elves. However, it was a different kind of crazy when a singularity of some sort opened up close by to both Iron Man and Nova who banked out of the way.

"Was that black hole?" asked Crosshairs, having stopped shooting to process what he just saw appear. He had seen a lot of weapons created by Decepticons, one of them was a trap that used a black hole, but seeing humans have this kind of tech threw the Autobot through a loop.

 _"Yes it was,"_ said Nova as he dodged several bolts from one HYDRA jet and returned fire, shooting out the engine and forcing the pilot to ditch in the river. However, despite all the fighting, a few heroes didn't really see the point in getting involved in the conflict.

"Huh, I say we let em fight," said Hulk, watching the fireworks from the front now as he stood up to look at the show from behind both Cap and Jan.

"Yeah, I mean we could enjoy the show." agreed Warpath, settling back into his seat, but jumped slightly when Nova began speaking.

 _"Negative, Warpath, Hulk,"_ ordered Nova as he flew close to the Quinjet so that he could look at them with a hard glare,  _"There is nothing to enjoy in pointless conflict. Our mission is to find and prevent Strucker from obtaining the Cube. I trust you have a way to find him, Natasha?"_

"I do," replied the spy, "I placed a tracer on Strucker's ship, we find him, we can prevent him from getting his hands on the Cube." It was true before she left Hydra, Natasha had placed a tracer on the ship Strucker had taken as a means to keep on eye on the Baron and make sure that he was nowhere near the reality changing device, assuming that it would actually work. However, Nova had a hunch that Strucker would likely be the most protected person in Hydra and would have a lot of firepower between him and whoever would attack him.

 _"If we are going to face and stop Baron Strucker from obtaining the Cosmic Cube, we shall require more firepower to deal with his forces."_ advised the Prime, using his knowledge of warfare obtained by Optimus during the war.

"You gonna call in some heavy weapons from your space buddies in SWORD?" guessed Hawkeye, joining the conversation for the first time since he stepped foot in the Hydra jet. Nova only chuckled as he had a different kind of backup in mind.

 _"I was thinking something a little cruder,"_ said Nova as he placed his rifle in his left hand on his back before reaching up to his communicator. "Teletraan, I need you to connect me to Ultra Magnus."

* * *

**_Damocles Base, Endosphere_ **

Up in the furthest reach of Earth's Atmosphere, Ultra Magnus was currently issuing a few orders to some agents and Autobots, mainly about setting up certain sets of gear, getting some systems online, telling one of the rookies to stop goofing off. In all honesty, working with humans didn't really that different from working with his soldiers. They were all similar in some way and that each of them knew the importance of having a stable relationship between the two species.

When Nova asked him to be the new leader of SWORD, he felt a little honored that the Prime, even as young as he is, would give him the responsibility of guiding these men, women, and Autobots, and also a little impressed to see Nick knew his limits and strengths, but still, he had a duty to Cybertron, and now, he had a duty to Earth as well.

His musings were cut short when a communication officer addressed him. "Ultra Magnus, sir. We are receiving a message from New York City." informed the officer.

"Put it through." ordered the commander as he looked to the main screen. In a few seconds, the caller's id was displayed on the holographic screen.

 _"Ultra Magnus,"_  greeted Nova Prime, the commander standing at attention, even though he may be the leader of a new peacekeeping organization, a Prime was still technically his superior, _"We have a situation."_

* * *

  ** _New York City_**

As Nova was speaking with Ultra Magnus about reinforcements, he, Hawkeye, Ant-Man, and Black Widow broke off from the group to go ahead and engage the HYDRA forces currently attacking the city. It seemed like a solid plan, divide their resources and engage the enemy on two fronts different fronts, but it seemed like there may be more important matters that would arise. As soon as the group left, Iron Man's sensors went off, indicating that Modoc was nearby and that there was a huge power signature as well.

"Hold on," said Iron Man, taking a second to stop firing and assess the information he just got, "I'm picking something up." turning to the source of the anomaly, being the same ship where Modoc was residing in, as well as the cosmic cube, "That's Modoc's energy signature. JARVIS, scan the ship." Locking onto the lead ship, the A.I. brought up an energy scan of the aircraft, displaying the technopath's body on the spectrum and a massive amount of unknown energy collecting not far from the villain. "Wait, what?"

Iron Man didn't know what hit him because his scans suddenly shot through the roof. Whatever it was that he scanned completely shorted out his armor, causing the Armored Avenger to cry out before he plummeted to the ground. Hearing the inventor's cry, all the heroes looked out the window to see Iron Man fall down to the shipping district.

"Wasp, you, Jazz, and Bumblebee head out to make sure he's okay," ordered Captain America. Wasp nodded as she shrunk down and flew to the back of the jet, both Autobots standing up from their seats, however, before Jazz walked through the door he turned around to make one request.

"Just be sure to stick close by Cap in case the rescuers need some rescuing." asked Jazz as the ramp opened up and the rush of air filled the cabin. Bumblebee and Jazz looked out to the area down on the ground, not really scared having taken higher falls than this. "Let's do this Bee!"

With that, Jazz jumped out of the Quinjet into the night air, his teammate following close behind while Wasp already had a large head start on them. Iron Man was still falling when they left the Quinjet, the ground coming up incredibly quickly. Whatever he was hit by left his armor still shorting out and unable to restart his thrusters to steady himself and prevent the inevitable crash. Then, with an audible and metallic bang, Iron Man collided with the ground, creating a small crater.

"Okay," wheezed Iron Man as the impact knocked the wind out of him, but he was relatively unharmed, "what was that?" Standing up, he began reviewing what happened to his armor and what the heck he just scanned that completely overloaded his systems, "My whole system just shorted out when I tried-AH!" the hero stopped when he heard a loud and metallic groan came from behind him and turned around to see a Hydra war machine emerge from the water. The structure looked similar to that of an Octopus, but instead, it had a green skull with yellow lenses for the eyes. Eight green mechanical tentacles helped raise it up into the night air. it had several turrets on the sides of the main head while a massive energy cannon rested on top of the head. In total, the machine was well over seventy-five feet tall. To make matters worse, this war machine wasn't the only one.

From Iron Man's right, from the top of a cargo ship came another war machine over the deck, the tentacles slithering over like a very large Kraken. The war machines continued around Iron Man save for one, the entire machine aiming right at him, each cannon charging up. "Oh, this is gonna be a long day." groaned Iron Man, seriously wishing that Hawkeye had proven him wrong and made the shot. But he wasn't about to get blown up by an overgrown mechanic Kraken rip off, turning around and desperately trying to get his thrusters online. The back thrusters unfolded from their compartments but stuttered before stalling, his armor had still not rebooted itself. Seeing this, he frantically tried to correct the issue, pressing several keys on his right gauntlet.

"Agh, come on." demanded the inventor, his back still turned to the war machine, the main cannon charging up, "Come on, you stupid armor, reboot." But the situation was not looking good as the Cannon reached full charge. "Come on!" However, it seemed like luck was on Iron Man's side as Wasp flew full speed at him and tackled him out of the way of the war machine, the second it fired. They were both safely out of the way of the shot, leaving a large explosion behind before tumbling to the ground. With her teammate out of danger, Wasp raised her hand to her communicator but the war machine had seen them move to the side and redirected its aim to them.

"Iron Man, get up!" shouted Wasp as she tried pulling Iron Man to his feet, but was having a difficult time doing so because the actuators were still shot from the energy overload. The cannon on top the machine began to recharge, Wasp's eyes widened as she braced herself for the impact, but it never came. Risking a chance to look, she cracked an eye open before opening it entirely to see Nova had sliced the entire barrel off and threw it away. In his hand was his long sword, the blade crackling with lightning as he rose into the air and fired a wide ray of lightning at the war machine. Jazz and Bumblebee had just arrived, transforming into the robot modes due to landing a few hundred yards away from where Iron Man crashed. The two had just turned a corner to see Nova Prime fire at the Hydra assault vehicle, completely frying it. The mechanical Kraken groaned as it tipped back and fell into the water behind it, sending a wave out while the tentacles spasmed from the overload.

"Nova Prime to Captain America," said the Prime, hovering down to the ground where he grouped up with the four other Avengers, Iron Man still trying to get his armor rebooted, "Hydra is invading New York with assault craft at the pier." as he was speaking another war machine emerged from the water and marched into the city, stopping for a moment to shoot down an AIM ship that shot at it, but to no effect. "Iron Man is unharmed but his armor requires time to reboot itself after the overload."

 _"Hulk, Warpath, and I will take care of Hydra,"_ informed the Super Soldier, though he had a few orders of his own that Nova's team could follow,  _"You, Iron Man, Jazz, and Bumblebee keep after Modoc while Crosshairs provides air support from the Quinjet."_

"Understood, Prime out." confirmed Nova as he deactivated his comm before turning to the group. But before he could inform them of the plan, the area around them was suddenly illuminated by a powerful searchlight from directly above the five heroes. Looking up into the sky, the Prime and the other Avengers saw the SHIELD Helicarrier, but something was wrong, why would SHIELD bother with the Avengers when AIM and Hydra are fighting in the city? It would seem that he would get his answer because no sooner the belly of the Helicarrier opened up and a dozen SHIELD agents, all wearing a jet pack came flying down to the heroes and landed around them. Each agent then raised his or her rifle they were carrying at each hero, sending a wave of confusion and anger through them.

"Whoa, what the heck are y'all doing?" Said Jazz as he raised his hands in a placating gesture but his tone said that he was pretty irritated that SHIELD was coming after them and not the actual threat.

"Yeah," Wasp agreed, just as irked, "I don't think you guys noticed, but Hydra's invading the city."

"Oh, we noticed, Miss Van Dyne." Said a familiar voice to Nick, Wasp, and Iron Man. From the shadows, a familiar figure came walking forward, accompanied by a rather feminine one as well. Wearing jet packs of their own, Director Phil Coulson and Agent Hill came walking forward to the group of heroes. Maria had a stern expression like she was looking at the heroes the same way she would do to vigilante's while Coulson was slightly more casual.

"Agent Hill, Director Coulson." greeted Nova as he turned back to his human form so he wouldn't have to bend his neck to see them. But his greeting caused Maria to raise an eyebrow while Coulson only nodded, not really caring so much that Nick knew of his promotion to Director since Fury had vanished but he would still want to know how Nick found out, but he would do that later.

"Ambassador Prince, a pleasure to meet you this evening." greeted the new director in return, "though I wish it were under better circumstances."

"Uh, excuse me," interrupted Bumblebee, "shouldn't you stop messing around with us and go take on Hydra that is currently invading the city."

"That's what we're doing, Bumblebee," cut in Maria sharply, taking the attention of the group, "this entire city is on lockdown, including the Avengers." Nick narrowed his eyes while the other Avengers looked on at them somewhat confused but also slightly angry.

* * *

 

**_Downtown_ **

New York had seen its share of fire fights, thanks to Kang's invasion a short time ago, so the citizens knew to stay inside while the Avengers or SHIELD dealt with the attacking force or forces. But that still didn't mean the fight was any less dangerous. The fighting between AIM and Hydra had left the air and was now working its way through the streets, AIM agents firing at Hydra soldiers with futuristic weapons of their own design while Hydra used slightly less advanced weapons but greater military tactics to give them a leg up. Both forces clashed against each other and it seemed like there was no clear winner of the fight. A pair of Hydra and AIM squads were exchanging fire over upturned cars, the shooting going back and forth until an AIM agent took out what appeared to be a rocket launcher. But instead of a rocket, when the agent fired the weapon, a pale yellow beam shot out and struck the car several Hydra soldiers had taken cover behind. The car was lifted into the air, exposing the soldiers to the other AIM agents.

Seeing their cover float away, a few soldiers ran to find cover somewhere else, but only one was truly able to get to cover while the other soldiers were shot. Now that he had cover, the Hydra soldier spun around and shot the AIM agent holding the levitation ray, causing him to cry out as he fell to the ground. With all the fighting going on, neither AIM or Hydra noticed a small army of ants emerge from storm drains. But they did start to notice when the ants began to crawl up their legs, causing the soldiers and agents to cry out in surprise and fall to the ground as they tried to get the ants off their bodies. Watching from the back of an ant, Ant-Man, who had shrunk down so he wouldn't be noticed, was commanding the ants to disorient both forces. But he couldn't really enjoy his victory as a shot from several AIM agents who saw their comrades fall had run over to take care of the problem.

Before they got even close to the scientist, two AIM agents were suddenly shot by an arrow. Above, Hawkeye and Black Widow jumped down from the Hydra jet to engage the soldiers. The two were fighting side by side fluidly, watching each other back while fighting off both AIM and Hydra. "Just like old times, right?" commented Hawkeye as he shot an AIM soldier with a taser arrow before he notched another while Black Widow fired her stingers at several incoming Hydra soldiers, "except for all the lies and betrayal."

"Do you think it wasn't hard for me, Clint?" asked Natasha slightly indignantly that Hawkeye was choosing now to talk about their relationship. The spy had to turn her attention away from the archer so that she could land a hard kick to a soldier's face who tried to rush Natasha with a baton.

"Which part?" retorted Hawkeye as he punched an AIM agent at the same time Natasha punched another Hydra soldier, "Framing me, or beating me up?" Reaching into his quiver, Hawkeye pulled out an explosive arrow and shot a group of Hydra soldier charging right at them just to Black Widow's right. The arrow sailed past her and exploded when it made contact with the ground, sending the soldiers flying.

"I had my orders," defended Natasha, glancing at Clint, "You would have done the same."

"I don't believe that," interjected Ant-Man, growing to full size next to Hawkeye, just not convinced that Black Widow thought that Hawkeye would have done the same to her. Despite not knowing a lot about relationships, even if he is in one, he knows how some people think and spending enough time around Hawkeye gave the scientist a general idea of what goes through the archer's head, "Hawkeye was your partner, you friend. Couldn't you have just tried trusting him?" As Ant-Man was speaking, Black Widow was in the process of taking another Hydra soldier out, keeping the man in a head lock while she brutally kneed him in the stomach.

"No." came the blunt reply as she didn't even pay attention to the soldier that crumbled at her feet.

"I just don't understand that." said Ant-Man, truly not getting how Natasha and Clint ever became friends in the first place. She was so willing to lie to her friends for the sake of a mission where as Hawkeye trusted his friends and told them what he was comfortable with. However, he didn't know Hawkeye as well as he thought he did when the Archer suddenly came to her defense.

"I do," said Hawkeye, as he explained why he understood what Natasha did and why, she was a spy, "I don't like it, but I get it. Undercover is undercover. She couldn't have gained Strucker's trust without doing what she did." Natasha nodded, confirming that was why she did all these things and while it may seem a little heartless, Natasha cared a great deal about Hawkeye, enough that she would risk her life for him. But as Clint came to the conclusion, he came to another one that left a knowing smirk on his lips, "I must've been one big pain in your backside." Natasha smiled and shook her head, knowing that Clint would have something like that to say.

"You've no idea." agreed Natasha, joining the Archer's sense of humor, a little glad that he was cracking wise ass comments, meaning that he had forgiven her. But to Hank, their relationship was way too complicated for him to completely grasp.

"And I thought Jan and I had problems." griped Ant-Man, holding his hands up in a gesture showing that he really, really didn't understand their relationship. While it was true, he and Jan did have their ups and downs, they never had a situation like the one Hawkeye and Black Widow had. Which made him partially glad they weren't experiencing that first hand. However, before any of them could discuss any more about how relationships work, Natasha's tracker began beeping. Taking it out, the spy saw that they were close to Strucker's ship where the tracer was planted. Following the direction of where the signal originated, the three saw a green ship not too far from where they stood, several Hydra Soldiers had retreated inside the transport, not wanting to face the Black Widow or two Avengers.

"That one," identified Natasha, "that's the ship the tracer is on." Before any of them could stop the ship from escaping, a thunderous roar echoed through the night. It wasn't like the Hulk's roar, no this one was far more bestial.

"What was that?" asked Ant-Man, having never heard a roar such as this one. Hawkeye quickly remembered something Nova had said before he broke off from the group to help Iron Man and the others.

"Didn't Prime say he was sending us back up?" recalled the Archer, just as he said that the Hydra Ship began to take off into the air, but it didn't get very far. As soon as it was twenty feet off the ground, a massive stream of fire struck the ship, blasting it right into the ground. The stream of fire had come from above and behind Black Widow, Hawkeye, and Ant-Man. Looking behind them, the three heroes saw a large figure heading towards them. Because it was so dark, they didn't have a clear sight of whatever was responsible for taking out the Hydra Ship, but as it got closer, Hawkeye was the first to truly pick out the details.

"The kid also said he was going with something a little cruder to help us out." added the Archer just as the shadow shot in the air, flying right in front of the moon to give a clear silhouette of their back up. The figure had large spikes going down its body, massive wings that flapped in the wind while a long tail came out from behind. At first glance, someone would peg the shadow as a dragon, and they wouldn't be wrong because their backup suddenly shot down to the ground and landed right in front of them just five feet away. The impact with the ground sent a gust of wind at Hawkeye, Black Widow, and Ant-Man, forcing them to raise their arms. A large cloud of smoke was created due to the impact, but they didn't need to see the newcomer to know that it was very large.

A low growl rumbled from the dust as it began to settle, the three heroes lowered their arms to see a mechanical dragon, the plating colored brown, orange, and gold, while yellow luminescent veins glowed through the night. The dragon easily stood fifteen feet tall, the wings close to around forty-five feet and the total length of the beast was likely around thirty feet. All in all, it was a very intimidating sight to behold.

"Nova sent a dragon to assist us?" questioned Natasha, not sure if she should be thankful that it stopped the transport or annoyed that the Prime only sent an animal to help them. However, her comment was not lost on the beast as it growled at her, displeased that she would refer to him as just an animal. The dragon began to stalk its way over to the downed Hydra ship where it gripped the metal hull with its jaws and ripped the aircraft wide open, letting the soldiers tumble out and onto the ground where Hawkeye and Natasha were waiting for them with their respective weapons raised. Ant-Man decided to hang back in order to make sure they weren't attacked from behind while Black Widow and Hawkeye interrogated them.

"Baron Strucker wanted you to have this," said one of the Soldiers, getting his feet under him, but remaining close to the ground so he wouldn't get shot, "traitor." reaching into his belt pocket, the soldier took out the tracer Black Widow had planted on the ship she originally thought Strucker would be on. Seeing the device sent a small wave of uneasiness through the spy, but to her credit, she kept her composure as she glanced at Hawkeye, thinking the same thing.

"Uh-oh." was all the Archer said. But that single sentence alone didn't fully describe the situation at hand.

* * *

 

**_New York Skyline_ **

Above the city, hundreds of AIM and Hydra ships were exchanging fire while Hydra Assualt craft lumbered through the streets. But in all this mess was the lone Avengers Quinjet, shooting down whatever enemy came its way. Crosshairs had to pull out every single trick he knew in piloting to keep himself from being shot down. He could easily survive the crash, but it was more like a badge of honor to have a spotless flying record and this was something the Autobot was refusing to give up. But the task was proving to be a little more difficult than he thought as he felt the Quinjet lurch forward, warning lights going off.

"Ah slag." swore Crosshairs as the radar picked up three boogies on his tail. Gripping the controls a little tighter, he pulled back as far as they would go, bringing the Quinjet's nose straight up where he flipped over the three Hydra ships that were previously firing at him. The entire jet performed a loop and was now behind the ships, allowing the Autobot to return fire, "This one's for you a holes!"

The specialist pulled a trigger on the control stick, firing several bolts of energy at the ships, taking one out and causing it to crash into another. The remaining ship tried to pull out of the fight but was suddenly shot down by an AIM ship. Crosshairs pulled out of the way of the AIM ship seeing as it was on a collision course with him and AIM pilots are really not the best. "'Join the Avengers' he said," muttered Crosshairs, recalling what Nova said to convince him to join the heroes, "'It'll be for the greater good he said,' but still better than being an underdog."

While Crosshairs was dealing with his own problems, on the ground, Captain America, Hulk, and Warpath were taking on dozens of Hydra soldiers and a war machine. Since the war machines are so big, they were a seriously easy target for Warpath and Hulk who attacked one together as Captain America was mainly focusing on the soldiers, taking them out with well-timed punches, kicks, and strikes from his shield. Warpath was busy shooting one of the legs of the War machine he and Hulk were attacking, the Energon bullets easily tearing the metal apart while the Hulk ripped off the main gun on the machine. He then leaped down off the machine, taking the gun with him so he could use the severed weapon as a baseball bat to smash it into the remaining war machine.

As this was happening, Captain America buys wrestling with a bunch of Hydra Soldiers who were attempting to dog pile the Super Soldier but were having very little effect. While the soldier fought against the mediocre men, he spotted a war machine heading right for him, knowing that he had to get out of this grapple soon or he might become a smear on the road. Mustering up as much strength as he could, Cap bashed his shield into the face of one of the Soldiers trying to hold him down, knocking the man away before he slammed the rim into another that was holding onto his waist to pull him down. The soldier was instantly knocked out when the hard rim hit the back of his head, resulting in him letting go and falling to the ground leaving one soldier struggling to get out of a headlock the Super Soldier had him in. Cap suddenly let go of the man so he could land a brutal side kick to the soldier's head, sending him flying and landing on the ground unconscious.

With his attackers out of the way, Cap directed his attention to the war machine in front of him, the green and yellow mechanical giant towered over the soldier, but Cap wasn't afraid. He had a decent idea on how to take this thing out in one shot. Pulling his left arm back, he hurled his shield as hard as he could, the patriotic symbol flew right into the left eye of the war machine, smashing right through the glass before the right suddenly broke and Cap's shield returned to him. No sooner had the shield exited the assault craft did an explosion erupt from the eyes and the machine fell back, groaning as it crashed to the ground with a metallic whine. Just as the machine fell, Warpath and Hulk just returned from destroying their war machine.

"Nice shot, old timer." complemented Warpath with a laugh, more impressed by Cap as the days went by. He had to hand it to humans when they want to do something, there isn't a lot that's gonna stop them. However, while Warpath was impressed, Hulk had a different opinion.

"Lucky shot." grunted Hulk, still a bit annoyed that Cap had ordered to assist him. While he may not hate the soldier, he reminded him a lot of what General Ross was like, before the Hulk, always following orders and giving them, but what really annoyed Hulk was that he felt that Cap didn't trust him to leave Hulk alone, that he had to make sure that Hulk didn't hurt any puny civilians. The only person Hulk would absolutely listen was Nick, having been the first one to see the Hulk, not as a monster but a hero.

"If you say so, big guy." responded Cap, turning to face the jade giant.

"What now, blue?" asked Warpath, checking his Gatling Gun to see if there was any jamming.

"Remember, watch out for civilians." advised the Super Soldier, resulting in Warpath muttering something, but Hulk took the sentence a different way.

"Is that why you teamed up with me?" accused Hulk, leaning down to the soldier to look him right in the eyes, "to protect people from the monster."

"Stow that talk," snapped Steve, he and Nick talked a fair bit about the team, nothing rude or anything, just their strengths and weaknesses, but if there was one thing Nick would usually talk about, it was the Hulk. About how the Prime was proud to see Hulk doing the right thing, trusting people for a change instead of being on the run. He also told Steve a fair bit about what Hulk did the day of the Break Out, bringing the Jade Giant into a whole new light for the super soldier, "I want you and Warpath to protect civilians from Hydra; they're the monsters here not you. In my day we had a name for someone like you."

Hulk narrowed his eyes angrily, thinking that this may be another word for monster, "Yeah, what's that?" demanded Hulk, narrowing his eyes. Despite the angered expression, well angrier expression, from Hulk, Cap wasn't fazed in the slightest.

"Hero," answered Steve in a level tone. But it wasn't the soldier's tone that caught Hulk off guard, it was the word; did people really think someone like the Hulk was a hero back in his day? "I've been watching you, Hulk, so has Nova. No matter how scared people are of you, no matter how much you're hounded, you always do the right thing. And that makes you a hero in my book." Warpath was listening to the whole conversation, seeing that the Hulk could use a small morale boost.

"You know, Hulk, you wouldn't just be considered a hero during Cap's time," interjected the rookie as he placed a hand on the Bruiser's shoulder, causing Hulk to turn around to look at the red camo Autobot, "During the War, the Autobots had a sub division of fighters called the Wreckers. These guys were probably some of the craziest, most reckless, and down right easy going Autobots in the war. They operated outside the normal chain of command, taking on missions no one else would," Hulk frowned slightly, but that frown vanished as Warpath went on, "but these guys were also some of the bravest fighters in the army, they fought for what they felt was right and did it as a family, just like you fight beside the Avengers, they're your family. And I bet if the Wreckers saw you in action, they wouldn't even think twice before labeling you as a wrecker, or to them, another hero."

After hearing all this from two of his friends, Hulk no longer felt like he was being treated as a monster, but as an equal. Guess Prime wasn't the only one who saw the Hulk as a hero. But the time for thanks could come later, right now they needed to focus. "Now let's go smash some more Hydra goons." suggested Captain America, earning an eager grin from Hulk and a giddy chuckle from Warpath who revved his Gatling Gun. With that out of the way, Hulk leaped into the air, heading right for another Hydra war machine and smashing down right on top of it, easily crumbling the metal armor. Seeing Hulk getting the first crack at the machine, Warpath ran after him, the ground shaking slightly as the rookie ran after the Hulk and to whatever fight he likely started. But as they left, a large target for the Avengers flew over head. It was Modoc's command ship, the largest of AIM's ships, and was still on the run from Hydra. While this may seem like a bad strategy, constantly running from one's enemies, Modoc wasn't trying to run, at least not that far anyway, he just needed to stall Hydra for a few more moments.

* * *

 

**_Inside the A.I.M. Command Ship_ **

The technopathic villain was watching in eager anticipation as the Cosmic Cube was entering the final stages of completion.  _"Cosmic Cube at 99.9%,"_ reported the ships on board A.I., the villain's grin widening even further as the power to change reality to whatever he wanted was mere seconds away from being complete. The small cube, about the size of a Rubix cube, glowing a bright white while blue energy floated inside it was so close to being complete,  _"Attention the Cosmic Cube has attained full power."_ Modoc grinned in ecstasy, the Cube was ready, the power to change reality to whatever he wanted was ready and within arms reach, though that isn't really saying much since Modo'c arms aren't any more than just stubby limbs, that didn't matter. Modoc reached out to the cube, in his perspective, the most beautiful thing science has ever created. Just as he was about to grasp the Cube, his ship rocked violently as it was suddenly hit by something.

One of the main engines was on fire, thanks to a rocket from SHIELD, the peacekeeping organization had finally come around to address the obvious threat of Hydra and AIM, but that didn't matter because right now, Modoc's ship was heading right to the warehouse district, plummeting rapidly and leaving a wide trail of smoke as it did so. That's when the ship crashed nose first into a warehouse, leaving a smoking cloud as it was wedged into the building. From a distance, Captain America had seen the ship go down, narrowing his eyes as he began a long run to the crash site.

Elsewhere, SHIELD was finally getting involved, several jets flew over the city, shooting down a few Hydra and AIM ships as they flew by. While they may not be as advanced as the AIM ships, they had more than enough numbers to make up for that disadvantage. That fact was also pretty evident on the streets as Hydra Soldiers were being pushed back by SHIELD operatives and Mandroid units that marched through the streets, taking out whatever AIM or Hydra Soldiers they came across. While the numbers did provide a large advantage, it was stopping a specific group of heroes from doing their duty. Back in the cargo area, the SHIELD agents were still holding, Nick, Iron Man, Wasp, Bumblebee, and Jazz at gun point while the Prime and Director spoke with each other.

"Phil, I know our first encounter was anything but pleasant," began the Prime, trying to be diplomatic about the situation, but also trying to resolve it quickly so that they could return their attention back to the fight going on, "But the Avengers and SHIELD need to operate as one to defeat AIM and Hydra quickly. Natasha Romanoff has uncovered that AIM has created a weapon that supposed has an awesome amount of power, and we have to-"

"'We' don't have to do anything." cut in Maria, getting a frown from Nick but that expression was covered by his mouth guard. But Phil retook control over the situation, by holding his hand up, signaling for Hill to restrain herself while he does the talking.

"What Agent Hill was trying to say was that the Black Widow is a traitor working for Hydra. Do you honestly expect SHIELD to take her word for it?" interjected Coulson. While Nick had to agree that that was true, or at least partially, the Black Widow was labeled as a traitor indirectly by Hawkeye and the Prime, there was still one major threat that Jazz was quick to point.

"Even if she is lying, you know as well as any of us here that we can't just let Hydra or AIM run around like they own city as the shoot each other up." pointed out the Autobot, gesturing to the city that still had numerous explosions going above it while a few Hydra war machines could be seen. Despite his clear point, Maria still wouldn't budge about a certain fact.

"The bottom line; you Avengers and vigilantes and once you join SHIELD right here and now, you're criminals as well," stated Hill harshly. Phil tried to put it in a nicer fashion, but found no way to make any nicer than the cold hard truth, and Nick realized this, the Avengers were vigilante's, they have been from the second they formed and Nick had actually predicted that this would happen, SHIELD coming after them in order to recruit them into their forces, him specifically, but they couldn't for a few major reasons that he had yet to reveal, but right now, this was too good an opportunity to make the second in command look pretty dumb. The Avengers looked at each other, seeing the logic behind her words, but before any of them could respond, nearly every single agent and hero heard a snort of amusement from Nick as he shook his head. This action was not lost on Hill as she glanced at Nick in a rather annoyed fashion, "Is there something you find amusing, Ambassador Prince?"

"What I find amusing is that you actually think that we're criminals." said Nick as he looked at Hill without a trace of fear.

"But that's what the Avengers are, vigilantes taking the law into their own hands." rebuked the woman, getting a little annoyed at how cryptic Nova was being, but despite everything, Coulson could see something she didn't.

"Would you care to explain, what it is you find so funny, Nick?" asked Coulson in a rather lighthearted, having caught onto the fact that Nick was about to make Maria look very foolish.

"I'm glad you asked that Phil, I can call you Phil, right?" asked Nick as he stepped away from the group, the agents around them cocking their weapons as the Prime walked casually away.

"Nick, what are you doing?" asked Bumblebee, a little concerned about what he was up to but none the less curious.

"As you are aware of the recent formation of SWORD by the U.N.," began Nick as he stopped a few paces away from the group as he turned around to face them once more, "It was created to act as a sort of peace center and not just a defense organization for humans, but a collection of both humans and Cybertronians to work together for the greater good, commanded by Ultra Magnus. But as it is becoming more apparent, Decepticons are popping up more and more frequently across the globe, and SWORD was created for spacial defense and not planetary defense."

"Which is why SHIELD was created, to defend the Earth from larger than life threats." added Coulson.

"But only threats that originated from the Earth itself, the Decepticons are not from Earth and pose a very clear threat to humanity. Which is why I came to an agreement with the U.N., the Council, and SWORD for a decision to be made in order to compensate for that. And Wasp, Iron Man, you'll thank me later for this," continued Nick as he reached in a clip on his belt and pulled out several plastic cards. The Avengers all looked at Nick in confusion as the Prime held it up to show them all. The card was similar in design to the Avengers ID cards each hero and heroine had, but it was mainly green with a black stripe going down the length of it with the name SWORD going down it in white, "the Avengers technically work with SWORD." This earned a wide variety of surprise from everyone in the immediate area, a look of shock and a little bit of anger from Wasp, some surprised expression from Jazz and Bumblebee, Nick couldn't tell but he could feel a glare coming from Iron Man, Maria looked at Nick in anger but a little bit of surprise as well, while Phil looked more curious than angry.

"You enlisted us into SWORD without telling us?" demanded Iron Man as he marched up to Nick, but the Prime held his hand up in a placating gesture.

"Let me explain Iron Man," requested Nick as he began his story for why he did it, "As you know, the Avengers have already dealt with several Decepticon threats in the last few months, making them the best solution for dealing with Decepticons. So I when I went to speak with the U.N., they had mixed feelings about letting several vigilantes operate outside of recorded parameters, which is why I proposed that they work beside SWORD in dealing with the threats. The Avengers do not work as a run of the mill sub group of an organization, but rather they operate independently, outside the normal chain of command, but when a situation arises, SWORD will come to the Avengers for their services. While we do not work for one specific government, we technically work for Ultra Magnus, but there was one other factor that needed to be considered."

"And that is?" asked Coulson, impressed by how perceptive Nick truly is and how intelligent the kid could really be. It was becoming clearer as to how Nick was able to convince, or rather order Fury to back off on Cybertronian matters, but that conversation was for another time.

"I obviously can't work for SWORD because I'm the ambassador of Cybertron, but that does not mean its chain of command is negated," clarified Nick as he began to hand out the cards to each Avenger, Iron Man and Wasp now more interested than before about what Nick was going to say, "In Cybertronian culture, the Prime is technically the leader of Cybertron, meaning I still have a voice in the council, and not just in the military. SWORD was created for a human and Cybertronian cooperation, meaning that traditions had to be carried over." This left an atmosphere of confusion in the air, but Coulson was quick to realize what he meant.

"Ultra Magnus is the Commander of SWORD," recalled Coulson, earning a nod from Nick, "and since you're the Prime, he technically works for you, meaning SWORD does as well."

"Exactly." confirmed Nick, this sent a wave of surprise and some admiration from Iron Man to the Prime. Not only had he perfectly predicted what SHIELD might do, he also found a way for the Avengers to still operate but while also remain independent. Wasp, who for the most part, understood bits and pieces from the conversation, had the general idea of what Nick just did: he made Maria Hill look like a fool for trying to forcibly recruit people who are technically already employed. And to that end, Maria was very, very angry and annoyed that this child was able to circumnavigate SHIELD and remain almost completely independent.

"You know this won't last long." stated Maria, which the Prime nodded before he spoke up.

"I don't need it to," said the Prime as he approached the Second in Command of SHIELD, the woman slightly tensing as she saw how much taller he was compared to her, "I just need it to last until Fury comes back, and trust me, he will come back. But that is beside the matter at hand. AIM and Hydra are still fighting over a very dangerous object and I have no intention of letting them use it or destroy the city fighting over it. Now SHIELD is more than welcome to help, but know this Maria Hill: if you ever attempt to harm my family," Nick's voice dropped very low as he glared at the woman in front of him, seeing that he had her full attention, he was going to make this as simple as possible,  **"I WILL BREAK YOU."**

A heavy silence followed as Nick's voice dropped a full octave, sounding much deeper and almost as if had an undertone of several other voices with it. Hill's eyes slightly widened at the threat but found herself seriously taking into consideration about what the Prime might do, and she wasn't the only one. Wasp, Iron Man, Bumblebee, and Jazz were staring at the Prime, incredibly surprised and a little concerned, mostly on Janet's part, about what is changing in Nick. For as long as they knew him, Nick had never threatened anyone, granted if he did, it was usually as a scare tactic, but in the Mansion with Black Widow, and now here, they were seriously thinking that he might actually go through with his threat. But they didn't really have time to think about what was up with Nick's mental state, they still had AIM and Hydra to deal with.

"Avengers," said Nick, turning into Nova Prime and walking away from the scene, "we're done here." the Prime then transformed into his truck mode, the trailer securely connected to his main cab and the Prime drove off. Not a moment later did Iron Man, Wasp and the others follow. While it was a topic Iron Man would remember in the future, Janet was far more concerned with Nick. What was wrong with him?

* * *

 

**_Abandoned Warehouse_ **

Back at the crash site where Modoc's command ship made an emergency landing after being shot down by SHIELD, Modoc was slowly but surely coming around. The crash had knocked out every single member in the ship, a few had been tossed out when it crashed, laying prone on the floor while a few may still be inside the ship. AIM agents are not exactly known for safe landings, considering there is a huge difference between calculating something than actually performing it. And it was pretty evident as Modoc came to and saw the damage of the crash landing around him. Parts of the warehouse were on fire, rubble lay scattered across the floor along with a few AIM agents, but that was beside his interest. Where was the Cosmic Cube?

"Damage assessment: negligible," observed Modoc as he began to hover around the warehouse in search for the Cosmic Cube, "searching." As he continued looking around, he saw his prize not twenty feet away, thankfully still intact. The crash was definitely dangerous, but if the Cube was somehow damaged, the results could have been catastrophic. But before he could even think of approaching the Cube as it rested on some debris, someone spoke up.

"The game is over, you disgusting monster," stated a German voice, footsteps echoing through the building as Baron Strucker and several Hydra Soldiers emerged from the smoke behind the Cosmic Cube. Strucker had tracked Modoc's decent to the ground and quickly moved his forces to intercept the villain as he claimed what was promised to him, "the cube is mine. Had you just given it to me, I would have allowed you a place in my new world. Instead, get a grave."

"I am Modoc," shouted Modoc in anger, not willing to lose his prize creation to a bunch of fools, "I cannot be defeated!" The technopathic villain sent several arcs of electricity at the Hydra Soldiers and Baron Strucker, the beams contacting to their foreheads, all of them crying out in pain as their minds were overloaded from Modoc's mental assault. After a few short seconds of the barrage, each soldier was knocked out, Strucker just barely able to remain conscious, "I am designed only for conquest!"

Despite the mind numbing pain that coursed through his body mere moments ago, Strucker was not down yet. No, he will have what was promised to him and no one is going to stand in his way. Pushing himself to his hands and knees then to his feet, Strucker was back in the fight and took out his plasma pistol. Modoc was mere inches away from the Cosmic Cube, ready to touch the magnificent object when he was shot by Strucker, sending the techno villain flying back as the energy bolt caught him completely off guard.

"Dreadnaughts!" bellowed the baron, furious that Modoc would dare attack him, "Destroy Modoc!" From the exit to the warehouse, three dark green spheres flew into the warehouse. Each sphere had a diameter of seven feet, making them incredibly large as they flew in and surrounded Modoc. The villain looked around in fear of what might happen next. Suddenly, the spheres let out a hiss of smoke as they transformed into seven and a half foot tall robots. Each one was green with some black detail, large spikes were decorated at the shoulders. Modoc saw that these were robots and immediately tried using his Technopathic beam to take control of them the second they marched towards the villain. But something was wrong, his beam seemed to only wash over the robots as they continued their march towards him.

"Not! Possible!" stammered Modoc as he began to back away from the robots, "Brain! Overload!" Modoc let out a painful cry as he was shocked by the Dreadnaughts while Strucker had his attention fixed on the Cosmic Cube that lay before him. He knelt down in front of it, the power to change reality itself, the power to be God was with his grasp.

"Now," stated Strucker as he gazed at the Cube with glee, "The world will be remade in Hydra's image." With that, he began to reach for the Cosmic Cube.

* * *

 

**_172 yards from the warehouse_ **

In the air, the Predacon was flapping its wings while keeping its body as steady as possible as Hawkeye lined up his shot. During the fight against Hydra, Black Widow's jet was destroyed by AIM, thinking that it was actually Hydra when in reality, it really wasn't. But transportation wasn't really a problem considering the Predacon was semi-okay with having three humans climb onto his back, but he couldn't really say no not when Natasha hacked into a security camera inside the warehouse where Modoc's ship crashed and saw Strucker within ten feet of the Cosmic Cube. Knowing that none of them could possibly make it in time to stop Strucker, Hawkeye was going to pull off the Hail Mary of all Archery, with the help of Ant-Man.

Taking a dummy arrow, one of his explosive trick arrows was made into a dud, Hawkeye pulled the arrow as far back as he felt he needed while Ant-Man, who shrunk down, took his place on the arrow. It was a straight forward plan, shot Ant-Man to the Cosmic Cube so that he can stall Strucker from getting while the others caught up. But even though this was likely their only option, Ant-Man still had his doubts.

"You sure you can make this shot?" asked Ant-Man, still not fully confident also, not wanting to end up as a smear on a wall or something.

"He'll make it." answered Black Widow as she stood on the back of the Predacon who was keeping as steady as possible. But the dragon snorted and rolled its optics as if saying that he didn't fully believe in the archer. Hawkeye narrowed his eyes, pulled on the arrow a little more and then let loss. The arrow shot off instantly, Ant-Man letting out loud scream as he flew across a good area of New York, through a few windows, over a subway bridge, and through a window into the Warehouse. Strucker was within centimeters of the Cosmic Cube when an arrow suddenly appeared in front of him and Ant-Man grew to full size while landing a brutal uppercut to Strucker's jaw that sent him flying back where he landed directly onto his back.

"Baron Wolfgang Von Strucker," greeted Ant-Man as he stood over Strucker as the leader of Hydra sat up to see the scientist, "You really don't want to touch that, it could be dangerous." Strucker glowered at the insect-themed hero as he wiped his lip free of some spit.

"Dreadnaughts!" shouted Strucker, the robotic soldiers of Hydra stopped their previous duty of beating Modoc into a pulp to turn to their master, "Execute this fool!" Following the command, the machines lumbered towards Ant-Man, towering over him as the hero sent a short prayer that the others would arrive soon. But he could still hold his own against a few robots. Pressing a button on his belt, Ant-Man began to grow till he was about fifteen feet, not his full size but the proximity of the warehouse limited how much he could grow without destroying the building and consequently damage the Cosmic Cube.

Seeing that the hero was occupied, Strucker returned his attention to the Cosmic Cube, his prize and possible Ultimate triumph were just five feet away. He wasn't about to lose it to a bunch of costumed fools. With a rejuvenated determination, the Baron right towards the Cube. But it would seem fate was going to sucker punch him again as a window to the warehouse shattered and Captain America entered the building. Before he left Warpath and Hulk, he gave them a quick heads up that some Hydra war machines were not far from where they were. He didn't really need to do any more convincing than that as both bruisers were quick to head to the fight. Seeing that they didn't need his help, Cap began a long sprint to the warehouse where he saw Modoc's ship go down, knowing that Strucker wouldn't be far behind. And it wasn't a moment too soon as the Super Soldier instantly rammed into the baron with his shield, knocking the old man away from the Cosmic Cube. He didn't need to know a lot about science to realize when a bad guy shouldn't have something.

Flipping away Stucker, Cap was back on his feet as Strucker was rising to his own, absolutely furious he was once again denied the victory Hydra so richly deserved. But what made his blood boil, even more, was the one who stopped him this time. With an angered shout, Strucker rushed towards Captain America and tried to smash his fists into the soldier. Cap merely dodged the attack and shoved Strucker into a few wooden crates, causing them to fall. But Strucker wasn't willing to go down yet as he tried to punch Cap but went through the exact same experience again as the Super Soldier shoved him again, this time knocking the old man down to the ground. In all honesty, Cap wasn't trying at all, Strucker was an old man and really didn't have a strong chance against him, not unlike Zemo who kept making modifications to his body in order to remain in his prime. Even to his enemies, Captain America was the second biggest boy scout you could meet.

But that still didn't stop Strucker from attacking a third time, pushing himself to his feet again, he ran right at Cap, who leaned to his left and merely stuck his left boot out to trip the Baron, causing the man to fall onto his face and bang his head into the crates he previously knocked over. Assuming that Strucker was out of the fight, Cap went over and picked up the Baron by the back of his jacket to lift him up to eye level, but this was fatal error in judgement. Not a second passed after Cap picked up Strucker did the elderly man clasp his demonic hand across Steve's face, catching the soldier by surprise as Strucker grinned sadistically. During the war, Strucker had lost his right arm to Cap's partner, Bucky Barnes. Now, losing an arm could mean the end of someone's career back in their day, but Hydra was nothing if not resourceful and Strucker was able to replace his lost appendage with a new and powerful device: Satan Claw. The device is kind of like a portable fountain of youth, draining the youth from an individual while giving that youth to the wearer, in this case, Strucker. And the baron was going to put it to good use.

Cap could feel the power of the claw drain his strength, a red flow of mist rose from his body, slithering down Satan Claw and to Baron Strucker who stood upright, his strength doubled. The Soldier fell to his knees, energy, and life flowing from his body while Strucker smiled sinisterly as he grew stronger, but his moment of satisfaction was interrupted when he heard a loud battle cry and looked up to see Nova in his human form flying in and tackled the Baron off Cap. The two rolled across the ground till Strucker kicked Nova off him. The Prime rolled to his feet while Baron also did a flip of his own. Before the Prime showed up, Thor and Black Panther arrived just in time to help Bumblebee, Wasp, Jazz, and Iron Man when a Hydra war machine fired at the Helicarrier, threatening to bring the Headquarters down. Iron Man ordered Nova to get to the Cosmic Cube, despite the teen's protests, but one look from Janet was all that was needed to send the Prime on his way.

"The Captain's strength his now mine," declared Strucker as he drew his sword, "Do you honestly think you can defeat me, boy?" Nick smirked behind his mouth guard as he drew his Decepticon Hunter and created a short sword, the blade was curved on one side while red lights crisscrossed the blade (if you lack a good imagination, think Optimus Prime's sword from TF: FOC).

"Considering I outsmarted Zemo, scientist older than the dinosaurs, a Sorceress, and a load of other villains," Nick recalled the time he outsmarted the Masters of Evil, "plus I got Nick Fury of all people to adhere to my demands and made Maria Hill look like a fool. I'd say I feel pretty good about myself." With that, Strucker and Nick charged at each other, their blades clanging against one another. While the Prime and the Baron grappled, Giant-Man was still fending off the three Hydra Dreadnaughts. Despite his attempts to destroy the machines, they were far more durable than he originally thought and much more equipped.

The pacifist shrunk down quickly when he saw two of the three Dreadnaughts configure their chunky hands into Gatling Guns. His size quickly diminished the second the Dreadnaughts fired, but unable to maneuver in the air, the third Dreadnaught was waiting to incinerate him with a flame thrower built into its mouth. Before the scorching flames could reach him, Back Widow appeared out of nowhere and caught Ant-Man in her hand while diving out of the way of the stream of fire. Despite her rescue, a Dreadnaught grabbed Black Widow out of the air, causing her release her grip on Ant-Man and look up to see the robots left arm had configured into a drill and was pulled back ready to impale itself through her. Before it could, an explosive arrow struck the Dreadnaught right under the chin, exploding which resulted in the robot's head to be nearly blown off.

Black Widow was able to release herself from the hand just as Hawkeye entered the warehouse, swinging in through a window and landing on a pile of rubble. "Everyone relax; I'm here to save the world! Again." that last part was muttered by the Archer before he yelped and was forced to jump out of the way of several rockets fired at him by the two remaining Dreadnaughts. But the explosion had some consequences as both Strucker and Nick fell through the floor when it collapsed because of the rocket.

"Nova!" shouted Giant-Man as he held back a Dreadnaughts drill but the machine was suddenly pelted by a barrage of bullets, forcing the machine to raise its arms to defend itself. Looking to the source, Giant-Man saw Warpath and Hulk enter the fight, the Jade Giant charging right at the Dreadnaught while Warpath provided cover fire. Hulk pulled back his right fist and sent an uppercut so hard to the robots chin, the entire head was separated from the body.

"See? Fighting is fun." stated Hulk as he pushed the body over while Warpath slammed Giant-Man on the back while letting out a happy laugh. But the time laughing would come later. In their fight, Nova and Strucker were nearly even, both swordsmen exchanging slashes, parrying attacks, and blocking slashes, but neither of them could really get an advantage.

"You impress me, boy," gritted Strucker through his teeth as he fended off Nova and retaliated with a few slashes. Suddenly, Strucker deflected a slash from Nova and fired six shots into the teen's chest. The Prime cried out as he wasn't prepared for the shots and couldn't absorb, meaning, six energy bullets went through his armor and into his body. Nick stumbled back, holding his chest with his left hand, glowing white Energon seeped through his fingers as he steadied himself with his sword, Strucker raised his sword above his head, "You would make a fine Agent of Hydra." he then swung down, it looked like the end for Nova Prime, but he wasn't about to die yet, no he made a promise to someone he loved with all his heart, and he would be damned if he broke that promise again. Just in time, Nova raised his sword to block Strucker's sword and looked up with a determined glare.

"I chose my side." snarled Nova as he pushed himself to his feet and shoved Strucker back and raised his left hand. Strucker had no time to dodge the Energon blast that impacted against his chest, sending him flying into several crates. The Baron hit the wooden containers but out of nowhere, an arrow lodged itself into his prosthetic limb, causing it to spark violently while Strucker cried before he slumped forward. Purple energy flowed out and to Captain America who had also fallen through the floor when it collapsed. As the energy washed over him, Cap felt his strength return and stood upright as he and the other Avengers looked down at Strucker. The baron looked up in hate, Captain America and Nova were the two closest Avengers while Hawkeye, Black Widow, Ant-Man, Hulk, and Warpath looked down from the second floor, their weapons trained on the leader of Hydra.

"Strucker, by the order of SHIELD, you are under arrest." stated Natasha as she aimed her stings at the evil man. But while she kept her sights set on him, Hawkeye lowered his bow.

"Yeah." added Hawkeye with a noticeable amount of smugness, "Take that."

No, no, Strucker was not about to lose, not after risking everything! He wasn't about to lose to a bunch of fools and a child! Getting to his feet, Strucker pulled his stump from his prosthetic and glared with absolute rage, hate, and fury at the heroes, "NEVER!" roared Strucker as he sprinted right towards the Cube.

"No!" shouted Black Widow as she fired at Strucker, the Baron dodging the fire and pulled out his blaster again and fired several bolts at Nova. The Prime was still recovering from being shot so he wasn't ready for another barrage, taking each bolt, one through his leg, shoulder, and two to his stomach. Natasha saw the Prime go down and jumped down to make sure he was alright, briefly ignoring her mission while Captain America ran towards the Cosmic Cube, ducking under Strucker's fire. Nova was still conscious to catch the moment where Strucker and Cap both dove at the Cube and touched it. Natasha had just made it to Nova when a huge flash erupted from the device. The Prime reflexively shut his eyes, preparing for reality to change, but after several seconds, nothing happened.

"You can open your eyes." said a feminine voice. Nova opened his eyes, the first thing he saw was Black Widow kneeling next to him while Hawkeye stood over him.

"Did the world change?" asked Nova, letting out a pained groan as he tried to sit up, his helmet falling off and rolled to the side. Before he could get any further, Natasha pushed him back down.

"No." answered Natasha with a small smile as Hawkeye chuckled and threw a quick glance at Strucker who was kneeling in front of the Cube, still in shock that nothing changed. The Prime let out a small chuckle but coughed a little since laughing hurt, a lot. Look taking nine shots to the chest is painful! However, despite the moment of relief, it was ruined by Warpath who pointed something out.

"Uh, Nova, have you ever thought what Carol is gonna say when she finds out you took nine shots point blank to the chest?" asked the rookie. The Prime looked straight ahead for a moment before a wave of fear washed over him and the blood partially drained from his face.

"I'm gonna die."

* * *

 

**_Avengers Mansion, 24 Hours later..._ **

"What were you thinking?!" shouted Carol as she stood in front of Nick, hands on her hips as she glared angrily at him. The Prime was rubbing his eyes while the other Avengers were watching the spectacle appear in front of them, but inside Nick's mind, some of the Primes were not even trying to hold back their laughter from seeing their brother getting chewed out by his girlfriend. When the Cosmic Cube failed, SHIELD was pretty quick to take it in for study while also arresting Stucker, Modoc, and a plethora of AIM and Hydra soldiers. Any technology, weapons, or vehicles was confiscated by the peace keeping organization and locked up for safe keeping. But despite everything, there was still the matter of Black Widow, she was still believed to be a traitor by SHIELD, and she didn't have a lot of options after that. Nick's only other regret than getting shot by Strucker wasn't giving something to help Natasha. She deserved it, after how he treated her earlier.

"Nick, you know you shouldn't have engaged Strucker on your own." reprimanded Carol as she sat down beside her boyfriend, "you're not invincible."

"Yes, dear." said Nick in a playful tone, earning an eye roll while the Avengers and Autobots chuckled. But despite the good mood, Crosshairs was still a little sore about something.

"I don't know about you, but raise your hand if you feel thoroughly disenchanted that the supposed Cosmic Cube did absolutely diddly squat." interjected the specialist as he took the floor. Everyone had mixed opinions about the Cube.

"Yeah," agreed Wasp as she sat on the couch beside Hank who had his mask removed, "I can't believe all of that was for nothing. The Cube thingamajig didn't even work."

"I knew it wouldn't work." scoffed Iron Man as he stood by the fire place. However, despite that though, there was one Avenger that may have had a little hope that it really did do what AIM set out for.

"Just imagine though. What if they had done it?" suggested Hank, a slightly interested and giddy expression on his face, "You could change anything just by touching the Cube."

"I think it's better that the Cube didn't work." rebuked Nick as he sat forward, though hissed in pain as he felt the stitches from the wounds he received from Strucker tear slightly. Carol sat down by his side to make sure he was alright, though she was just as curious as Hank to know why Nick would say something like that.

"What do you mean?" asked the scientist, "You could have gotten rid of everything evil in the universe just with one thought."

"And create an imbalance as a result," countered Nick, though his response did little to clarify things for the Avengers and some of the Autobots. Ratchet had joined them just in case Nick needed some medical attention since he was still recovering from being shot nine times. However, the Prime's medical condition aside, he understood what he was talking about, "The universe doesn't work like that, Hank. It always needs evil, no matter how bad it may seem." This sent a wave of surprise through the team of heroes. But the first to grasp what Nick was talking about was Black Panther.

"Nicholas is correct, the world requires a source of violence and evil in order to exist." Panther agreed, the Prime and medic sent a nod to him.

"Still doesn't explain why the Universe needs evil." cut in Hawkeye as he folded his arms.

"Without evil, we wouldn't know what good is," explained Nick, "without a negative reaction, we couldn't have a positive action or vice versa. Good, evil. Light, dark. Creation, and destruction. These two forces are forever intertwined with one another. This is why Unicron was and should never be destroyed, without him, the Universe wouldn't be able to function properly. As tragic as it sounds, for our plain of reality to exist, it must always have an equal balance of good and evil."

Each hero looked down slightly, none of them had really thought about evil or just bad things like that. They knew they had to fight against sure, but they never actually thought the world needed it. It was a real eye opener for all of them, but a few heroes and Autobots were still curious about one thing.

"Hey, Cap," said Jazz, getting the soldier's attention, "If the Cube had worked, what would you wanted to have changed, in the world I mean?"

Steve looked off in thought for a moment, he did wish for something, but that wasn't important right now. If anything, one wish did come true: Hydra was defeated. "The world did change today," answered Steve as he looked back to his team and family, "Today the Avengers took down Hydra. Something I was never able to do in my time. And we didn't need wishes to do it. I wouldn't change anything."

Nick had to send a knowing smile to Steve, he really was a good man, he didn't need wishes to get something done. Sure it took him a while to finally defeat Hydra, but he didn't need a magic wish to do it. He just needed people he could count on. You may have the best training, the best equipment, best planning, and a bunch of other things to help yourself out, but that doesn't really amount to much if you can't count on a team you trust and in turn trusts you. If Nick didn't know any better, he would say the Steve was related to Optimus in some way.

 _"Optimus, your place as Nick's inspiration is in jeopardy!"_ shouted Amalgamous, Nick mentally rolled his eyes, just when was he going to remember to shield his thoughts?

**_To Be Continued..._ **


	22. Ultron-5

**_Chapter 22: Ultron-5_ **

**_New York City, Subway_ **

Most heroes don't have to deal with large groups of Supervillains unless you're an Avenger. The largest group was the Masters of Evil that the Avengers have dealt with on record. But that didn't mean new groups wouldn't emerge. But while the Masters were far more powerful, they weren't exactly that old, only created almost half a year ago in April. It was now October and the weather was getting colder, but that still didn't stop villains from doing what they do best, and that is causing problems and taking hostages. And that situation was very clear in the New York Subway system as dozens of civilians fled the transportation stop, all screaming in fear as they tried putting as much distance as they could with the team of villains down there.

At the subway stop, the Avengers, consisting of Iron Man, Captain America, Hawkeye, Wasp, Nova Prime, and Crosshairs were facing a main group of villains that escaped the Big House during the day of the Breakout. It was the Serpent Society, a group of supervillains whose powers branched from snakes and other reptiles closely related to serpents. Their leader was King Cobra, aka Klaus Vorhees, he was part of an accident that mutated him with the DNA of a King Cobra. Aside from the clear use of venom, he also possesses enhanced strength, tazer knuckles for stunning his victims and can fire two rockets from his chest. His costume was a mix of purple and green, his head resembled closely to that of an actual cobra and to help make that statement any better, Cobra can form a metallic tail.

On Cobra's right was another mutant, this villain looking more like an actual snake than Cobra. He had pale tan and green scales going down his muscular body which was a total length of twelve feet from head to the tip of his tail. He also had a pair of mechanical arms with built in machetes that can extend when he needs them. His name was Bushmaster, aka Quincy Mclver. While Cobra was mutated by accident, Bushmaster was surgically mutated, meaning he was forcibly mutated rather than by accident. But there were more villains to this team.

On Bushmaster's right, was a large muscular woman with long blonde hair that looked more like a mane than hair. She wore a gold plated armored suit, a green plate went around her neck and over her shoulders. The plating went down her arms to bracelets that had spikes on it. The lower half of her suit was cut close to her legs and had a gold loincloth over a green leotard, exposing her thighs while long green leather boots went up and passed her knees. This woman was known as Anaconda and for a good reason. Her real name was actually Blanche Stizinski, standing six feet seven inches and happens to be the only female member of the Serpent Society, but on rare occasions, Madame Viper, a former member of Hydra would occasionally aid the villains and sometimes take over as leader. But since her capture by Mockingbird and Jazz, she isn't doing much help anymore. But that still left a pair of villains in the group.

Standing next to each other on King Cobra's left was Rattler and Death Adder. Rattler, or Gustav Krueger, is a beefy mutated man standing at seven feet, with orange and tan scales, Gustav was a very big mutant. He had a long tail that went up to a Rattler, similar to that of an actual Rattle Snake, but with a main difference. Whenever Rattler shakes his rattle, he can shot out bolts of electricity thanks to his mutation, making him a very formidable foe, even more so with his enhanced strength. But while Rattler was strong, Death Adder was something different. Originally known as Roland Burroughs, Death Adder is likely the fastest of the group of villains in the current group. Wearing a purple suit over his tan green scales, a long fin went down his back starting at his scalp and stopping at the base of his spine where a long tail, coupled with several spikes continued. With his sharp claws which he uses to cut down his victims while he snares them with his tail to hold them in place.

In all aspects, the Serpent Society was a pretty well-rounded team of strength, speed, and fire power. But even they knew that a fight against the Avengers would not end well for them, which is why they took two hostages when the heroes arrived. A man and a woman were being held in tight coils by Bush Master and King Cobra, the man vainly trying to escape while the woman was keeping still and trying to remain calm despite the whole hostage situation. Whatever reason the villains had for attacking a subway station in broad daylight was beyond Nova as he held his long sword in his hands, likely the tallest being here thanks to Hyper Mode, but the Prime was losing his patience, unaware of a faint green glow in his optics.

"Surrender." hissed King Cobra as he glared angrily at the heroes, interfering in whatever plan he had. Iron Man and the other Avengers were holding position a few feet away, Nova on his right and Cap on his left. While Iron Man was known to be a little cocky, he surprised everyone by his first order.

"Okay, you heard him people; stand down," commanded the Armored Avenger, causing the heroes to look at him in surprise and confusion, "Nova, give him the keys to the Quinjet."

"What?" asked Nova as he directed his focus on the inventor, his battle mask folding back, "You can't be serious, Iron Man."

"Not even close." joked Iron Man as he raised his left gauntlet, a rocket extending from a small compartment, "we're not surrendering to the Serpent Society! Avengers: pick a target!" Soon each hero raised their respective weapon, Thor hefting Mjolnir, the head crackling with electricity. Nova only shook his helm at the inventor's humor, but regardless closed his battle mask and took his sword in both hands, the blade arcing with electricity. Crosshairs flipped his goggles down and aimed his plasma SMGs while Hawkeye raised his bow and pulled an explosive arrow back, "Avengers: on my mark." Seeing the heroes raising their weapons, the Serpent Society readied their own weapons, Death Adder brandishing his claws, Rattler began shaking his tail, creating its' infamous rattle and let out a challenging snarl. But before anyone could fire, a yellow light emerge from in between the two teams. Ant-Man grew to his regular size, putting himself into the line of fire.

"Tony, wait!" shouted Ant-Man, preventing Iron Man or any of the other Avengers from attacking. However, Nova Prime was a little frustrated.

"Ant-Man what is the meaning of this?" demanded the Prime as he kept his stance, but shifted it slightly so that the blade was pointing at another member of the society.

"Everyone, just breathe," requested the pacifist, "we can resolve this without resorting to violence. Nobody needs to get hurt." Nova only raised an eyebrow, depicting the Prime's skepticism, but that didn't stop a few Primes to agree with Ant-Man while a few others saw that negotiations weren't going to work at the given moment.

"Cobra was one of my patients in the Big House," continued Ant-Man, desperately trying to end this conflict without throwing a fist or firing a shot, "Most of the Society was. Let me talk to them, Tony."

"Hank, move out of the way, now." demanded Iron Man as he glared at the scientist. While Tony knew that Hank was a pacifist and only joined the Avengers to try and help the villains by rehabilitating them, he couldn't help but get annoyed that he chose now to do this right this very minute. And he wasn't the only one.

"Hank, there is a time and place for talking and trying to resolve a situation peacefully," agreed Nova as he directed his attention momentarily to the scientist, but kept the Society in his peripheral vision, "But that means has passed now."

Despite his team not supporting him, Ant-Man was far from not trying to talk things out first, "Cobra, Klaus," said Hank as he spoke to the leader, "why don't you let the hostages go. You and I we can talk this out. No one has to get hurt; we can work together and everyone can win." While it did sound reasonable, King Cobra was also known to be very stubborn, but also very proud so his response was anything but surprising.

"Pym," hissed Cobra as he tightened his hold on the woman, the hostage whimpering slightly in discomfort, "You've already lost, Avenger. Madame Viper is meeting us here, with the full power of Hydra at her back." But his sentence sent a wave of confusion through the heroes. Wasn't Madame Viper already in custody and if they recall, Hydra was in shambles after dealing with the Cosmic Cube.

"Uh, isn't what's her face in a SHIELD cell?" asked Crosshairs as he dropped his stance to look at Hawkeye, who nodded in confirmation.

"Yeah, and we also just took down Hydra not long ago." added the Archer as he kept his sights on the villains.

"Cobra there are no reinforcements coming for you," said Nova as he pointed his sword at the villains, "You are alone."

Cobra hissed angrily as he tightened his grip, if it was by his own will or because he grew frustrated and did not believe the heroes, it didn't really matter to the Prime. What matter to him was getting the hostages to safety as soon as possible. "You're wrong!" shouted King Cobra, refusing to believe what he was told, "Her message, it was-"

"Hank, move!" ordered Iron Man harshly, the pacifist was still trying to resolve the situation, but it was clear that communications were gonna break down any second and the hostages were going to be at risk. Each hero knew this, and Wasp even joined in on getting Ant-Man to move aside so they could take down the villains.

"For real Hank," said Wasp, trying to convince him to move, "you have to move out of the way." Even despite Wasp's request, Ant-Man still tried to talk to the villains.

"Klaus, please," pleaded Ant-Man, focusing more on the people rather than the villains, "let these people go, take me instead. We can work this out."

"No!" shouted Cobra, finally reached his last straw and patients, "You're lying! You're all lying!" Cobra uncoiled himself from the woman as he and the other villains prepared to attack, "Adder!" Death Adder moved instantly, leaping into the air right at Ant-Man. While in the air, the villain swung his whip like tail at Ant-Man, the long appendage was speeding right towards the pacifist, the tip of his tail cracked like a whip but before it could strike Ant-Man, Nova dove forward and blocked the attack with his arm. The Prime hissed in pain as the strike dented his armor and a little bit of Energon began to seep through the wound. Ant-Man saw the damage of the attack, a little shocked to see the Prime bleed, but he still returned his attention to the villains. "Serpent Society!" roared King Cobra, fully coiled himself from the woman before charging right at the Avengers, his metallic tail retracting as his fellow serpents converged with him, "Attack!" With that, the battle began.

Anconda started the fight out by grabbing a subway car and lifted it above her head and threw it right at Nova, the Prime saw the car coming and slashed his sword right at the transport, slicing it in half, letting both sides slide across the ground where they crashed into another subway car. Thor saw that Nova was a little busy, assessing his injury and flew right Anaconda, tackling her.

"Take it easy, Nick," advised Ant-Man as he took out a small Cybertronian first aid kit and began to patch Nova's injury, "you may be able to take a lot of punishment, but you should still be careful."

"Very well," said Nova, his optics losing their faint green glow, knowing that this could have been prevented if he was more careful, but this still didn't stop the Prime from reprimanding the pacifist for his decision, "but you should know there is a time and place for communication, Hank." Hawkeye ran up beside the two to provide cover while Ant-Man finished with Nova's injury.

"Yeah, now get your head in the game, Hank," said the Archer as he fired an arrow at Bush Master, hitting the villain with a taser arrow, resulting in a hissing howl from him. But before he could reach for another trick arrow, Death Adder's tail suddenly wrapped around his and yanked him back. Nova tried grabbing his teammate while indirectly causing Ant-Man to lose his place on his injury. Hawkeye was pulled back down into a sewage man hole, where both he and Death Adder vanished. Nova gritted his denta, the green glow returning to his optics.

His attention was pulled away when he heard a distinct rattle and turned to see Captain America fighting off Rattler. The burly villain stood in place as he fired blasts of electricity from his vibrating tail. The Super Soldier was just able to hold his shield up against the blasts that were progressively pushing him. Before Rattler could fire again, several blue energy blasts struck the ground around him, Iron Man flew over head, firing his Repulsors at the villain who was able to tank the shots thanks to his dense skin. Nova would have gone to assist the two, but a hissing drew his attention. Turning to his right, Nova barely had any time to react when Bush Master leaped off from a cement support pillar in the subway which he coiled himself around to surprise attack, Nova. But thanks to his reflexes, the Prime was able to raise his left arm to block the serpent from biting down on his face plate but did leave a good bite mark on his arm.

Nova then proceeded to swing the villain around and slam him into the side of the platform, resulting in a pained hiss from Bushmaster. But like most villains, he wasn't down yet as Bushmaster swung his tail out, smacking Nova in the face, causing the Prime to stumble slightly while Bushmaster steadied himself on the platform. The snake themed villain swung both his machetes out, slashing Nova down his back before he leaped at him again, coiling around the Prime, squeezing tighter and tighter. Nova knew at this size he would have a very difficult time dealing with Bush Master, so he shrunk himself down, putting his Decepticon Hunter away, and slipped out of the villains hold.

While Nova was fighting Bush Master, Wasp was busy harassing Cobra, along with Crosshairs who was keeping his distance, pelting the villain with his plasma SMGs., Wasp was firing her stings at the villain who was angrily swinging his tazer fists at her while he blocked the shots from the green Autobot to his right. Whipping around, Cobra threw a punch at Crosshairs, knocking the Autobot on to his back, groaning as he rubbed his sore jaw. Turning his attention back to the other annoyance that was a size changing woman and threw more punches at her. Wasp nimbly flew around the attacks, allowing Cobra to punch the wall behind her, cracking it in the process, but still evading none the less. After the fourth punch was thrown, Wasp landed on Cobra's fist and returned to full size whilst delivering a wicked roundhouse kick to Cobra's jaw. Wasp landed gracefully on the ground as Cobra landed smack on his face. Janet seemed pretty satisfied with herself, taking down Cobra in one fell swoop, but this left her vulnerable to a direct hit from Rattler's rattle, sending her flying across the subway stop into the opposite wall where she crumbled to the ground.

Both Nova and Ant-Man had seen Wasp go down, but only one reacted first, and that was Nova. The Prime adopted an expression of fury as he grabbed Bush Master by his lower jaw and flung him right into Rattler, sending both villains crashing into the side of the platform, cracking the cement. Rattler and Bush Master shook their heads as the impact had actually jarred them slightly, but Nova wasn't about to let up as he charged right at them. Rattler tried firing his rattler, but Nova tanked right through the blast and grabbed the villain by his shoulder and kneed him as hard as he could in the stomach. Rattler let out a pained gasp as he fell to his knees, holding his stomach, however, the Prime was going to make a statement for what happens when you hurt his family. Grabbing Rattler's tail, he gripped it as tightly as he could and twisted it in two different directions. Rattler screamed in pain as he felt his rattler be completely severed off. Bushmaster tried to assist his teammate, but the Prime flipped right over him and hovered in the air.

Nova grabbed a hold of the back of Bush Master's head and slammed his knee directly into the back of his skull, resulting in a distinct crack that echoed through the subway. Bush Master fell to his chest, Nova kneeling on his back to keep him from moving while he grabbed his right mechanical arm. Taking it in both hands, Nova twisted as hard as he could to the right, the entire limb sparking while Bush Master hissed in pain, but the pain was far from stopping as the teen hero stood up and slammed his boot down onto the already broken limb. As the two grappled, Cap and Iron Man had forced Anaconda back with King Cobra, but before either hero could do anything, Ant-Man suddenly got in the way, his helmet folding forward so that he could take command of any ants nearby and there were plenty.

While the army of ants approached the villains, Wasp had regained enough consciousness to see that Hank had forced the villains to retreat; namely Anaconda, Rattler who was carrying his broken tail, Death Adder who climbed out of the man hole, but didn't really escape as Hawkeye's hand suddenly shot out of the water and pulled him down so the Archer could get out himself, and King Cobra himself. What was with Hank?! Wasp didn't really get how Hank would constantly try to talk things out with the bad guys, even when it's pretty obvious some of them are not gonna talk things out. Before she could go over to confront him about it, the sounds of a continuing fight drew the attention of the present heroes to the ongoing fight between Nova and Bush Master. The villain was looking pretty beat up, his mechanical arms had several dents and scratches, the entire right arm was bending in the wrong direction while the left was barely functional. Nova landed a hard punch to Bush Master's jaw, sending saliva flying while his arms flailed in front of him, but before he could fall back, Nova grabbed the wrists of both mechanical arms. Bush Master was leaning back, barely conscious as it is, but Nova was still going. The Prime raised his right foot, balancing carefully on his left and with a grunt of effort, pulled Bush Master forward while sending his right leg out.

The result was both of Bush Master's mechanical arms being ripped out of their sockets, leaving the villain to hiss in pain as the sockets where his arms once were sparked with electricity. Nova was holding both arms in his hands before he threw them to his sides. He then began a short sprint towards Bush Master, his right fist cocked back half way before he landed a massive uppercut that sent the villain flying through the air where he landed in a heap, unconscious. Nova was breathing heavily, not in effort but rather in anger. No one hurts his family, but as the fact set in, Nova's faintly glowing green eyes faded into blue as he realized what he just done. He brutally beat a villain into submission. While he did take out villains in the past, he never did it with aggression or anger, normally with determination and a drive to protect others. Looking up, he saw a series of surprised and honestly, concerned expressions from the Avengers save for Ant-Man who was still looking in the same direction where the Serpent Society had escaped.

"Well," said Nick awkwardly as he scratched the back of his neck, "this could have gone a little better." While the sentence started out a little awkward, it changed to a different setting as the heroes directed to their attention to Ant-Man, or in this case, the cause of the semi failure.

"Yeah," grumbled Hawkeye as he rolled his shoulder while Crosshairs rubbed his jaw.

"No kidding. Ow." Crosshairs agreed as he continued to massage his dented jaw. While the heroes directed their attention to Ant-Man, Wasp couldn't help but keep her attention on Nick, the teen did not really notice as he joined the group to talk to Hank about what happened. Ever since the incident with the Casket, Nick has become more and more aggressive in a fight. While it wasn't much at first, it was noticeable, but Jan just thought it was the new stress of being Ambassador of an entire planet, and he was venting by fighting bad guys. But it didn't stop, he became more and more aggressive, not being as diplomatic as he used to be and trying to resolve a situation peacefully, but unlike Hank, he knew when talking wouldn't solve the problem. Sure, she worried about him like an older sister, but she just left him alone, thinking Nick would work this out on his own, but after today, seeing him brutally beat down Bush Master, Jan knew that there was something wrong with Nick.

"What were you thinking, Hank?!" demanded Iron Man, bringing Wasp out of her thoughts and to the inventor as he approached Ant-Man, "We're trying to take the Serpent Society down, not have Sunday Tea."

"Someone could have gotten seriously injured," said Nick before he winced at the state of Bush Master, "and by someone, I mean a civilian or any of us." When Hank didn't answer, Nick sighed and approached the scientist to rest a hand on his shoulder, "I know you only want to help these people Hank, but you need to realize that you can't save everyone. That doesn't mean you shouldn't try, but the time and place to try and help some villains is not when there are lives at stake."

"Nova and Iron Man speak truly," Thor agreed, "Villains like these, they are like animals, in the open, they only respond to violence, but in a contained environment, will they listen to reason."

Despite everything that was said, Ant-Man only bowed his head as he shut his eyes. He began to walk away from the group, uttering one sentence that sent a wave of shock through the team, "I quit." With that, Ant-Man pressed a button on his belt, shrinking down till he was out of sight, leaving the stunned and a mildly concerned group of heroes behind him. Out of all the heroes, the most shocked were Nova and Wasp who just stood staring at where Ant-Man once stood. Nova was able to bring himself out of his stupor, a small part of him wasn't really surprised, but he never expected one of their own to leave after such a short time, even with everything they had done in that time frame. Sure Hank was only part of the team because of Jan, but that didn't mean he wasn't going to try and help the villains, rehabilitate them if you will. While Nova was thinking, he noticed Wasp was looking almost hurt at what she heard Hank say.

Nick walked over and took hold of her hand, as a form of comfort, resulting in Wasp leaning her head against Nick's chest, a few small tears forming in the corners of her eyes. What did Hank mean he quit?

* * *

 

**_Later that evening, Avengers Mansion_ **

"Just let them look at you, Hawkeye, Ratchet has a full degree in human medicine and biology and she's a paramedic," ordered Iron Man. After the fight with the Serpent Society, the heroes all returned to the Mansion. During his fight against Death Adder, Hawkeye took a few hits that should be checked out as soon as possible while Crosshairs took a nasty hit from King Cobra. When the heroes did return, Iron Man ordered the two to get checked out by Ratchet and Jane Foster, but so far, neither of them would so much as agree to it, "she's Thors' friend."

Speaking of the Thunder god, Thor was in the Avengers Assembly Hall with Iron Man, listening to Hawkeye and Crosshairs gripe in mild amusement. He knew that it wouldn't be long before Jane would get Hawkeye to agree, even if he wanted to or not. But still, he had to give the Archer credit for making it this long without treatment from Jane.  _"I'm fine!"_ snapped Hawkeye over the comm.

 _"Yeah, the last thing I need is Doc Hatchet poking around under hood!"_ added Crosshairs, however, about three seconds after he said that sentence, there was a distinct clang which had Crosshairs groaning pain. Iron Man and Thor could only guess it was Ratchet chucking a wrench at the specialist.

"Cap knock him out if you have to, and Ratchet, don't be afraid to use any of my wrenches if you have to as well," then, in a lowered voice, Tony quietly added, "or if you want to."

 _"Understood."_ replied Cap, his tone suggested he sounded a like he was a little amused while Ratchet gave a grunt of his own, saying that he would take Tony up on that offer. With that, the comm. closed and Iron Man leaned against the table, a little tired about everything that has happened: Hank quitting the team, Hawkeye and Crosshairs refusing a little first aid, and then there was Nick's behavior in their fight against the Serpent Society. Sure, he wasn't really that mad that they were able to capture Death Adder and Bush Master, but that didn't mean he wasn't a little concerned about Nick's state of mind. Ever since Amora had planted that kiss on Nick, he's been acting really aggressive, way past what any of the other Avengers had seen from him so far. But right now, he needed to focus on finding the remaining Serpent Society.

"Hawkeye and Crosshairs possess the spirit of a true warrior." commented Thor, referring to Hawkeye and Crosshairs refusing medical aid, even after taking a few hard hits.

"Yeah, they're something," snorted Iron Man. It was true both heroes weren't afraid in the slightest to stand up to anyone and out right refuse help when they felt they could do something on their own, "Jarvis, bring me up everything you've got on the Serpent Society."

 _"Very well, sir."_ replied Jarvis, accessing the requested information. On the monitor built into the Avengers table, statistics of each villain appeared, even the ones they have in custody. But no sooner did it appear, Wasp also flew right in front of the screen, a concerned expression on her normally cheerful face, and not far behind her was Nick, still wearing his costume but held his helmet under his arm. Ever since Hank said he quit, Nick had offered to help Jan find out a way to somehow convince Hank from leaving, so one suggestion was going to speak with Iron Man.

"Hey, can we get back to Hank, please?" asked Jan, a sense of urgency in her voice. She really did care for him and it was tearing her up inside to hear him say he was quitting the Avengers. They had both founded the Avengers together, along with Nick, Thor, Iron Man, and Hulk, they had fought against the Masters of Evil, stopped the Leader from taking over the Earth, prevented an invasion from Kang in one day, and stopped an ancient Asgardian artifact from freezing the Earth. After all that, Jan couldn't really understand how Hank could just quit, "We're not just gonna let him quit, are we?" Tony sighed as he explained something to her.

"*sigh* What do you want me to do?" asked Tony, trying to find some way to help Jan, but he couldn't really do so, "He's an adult, we can't force him to stay."

"Sure we can," replied Jan, though it sounded a little desperate, "He's a founding member of the team, he saved all our lives. We can't just let him..." Jan trailed off, not wanting to say what she knew was likely going to happen. This left Nick a little disheartened to see her like this, so he tried to pick up and put it as nicely as he could.

"Jan," began Nick, getting Wasp's attention as she turned around to look at the team, "the only reason Hank had become an Avenger was because of you; you know that right?" Jan looked down slightly, having never really thought about why Hank became an Avenger, granted she would think that he was one so that he could try and help the bad guys they often fought, but never did it really occur to her that the reason Hank was actually here was her, "Hank is a scientist, that was always his thing, but he's also a pacifist. All the fighting, standing up to bad guys and throwing them in jail, he has never liked this, and probably never will."

"I thought you were supposed to be helping?" accused Wasp as she grew to full size and looked Nick right in the eye, anger and sadness were both present in her look. Nick closed his eyes and let out a sigh before he reopened them to look at Jan. The hurt and slightly angered glare didn't drop.

"I know, but while Hank may not like this, I'm not willing to give up on him. A friend of mine is a lot like Hank, a pacifist and wanting to help others as much as he could, but he never liked violence, but that didn't stop him from helping his team," explained Nick as he rested his hand on her shoulder in a sign of comfort. The angered and hurt expression faded away as Jan realized what Nick was suggesting, "Hank doesn't have to fight the bad guys, okay, but that doesn't mean he can't try to look after us and find ways to stop bad guys in careful and not so violent methods."

"He could do something similar to what Ratchet does?" guessed Jan, her mood improving as a new spark of determination formed in her.

"That choice of such is up to him, Jan," pointed out Nick, causing the brunette's face to fall slightly, but she perked up when Nick chuckled a little, "but considering how much he cares about you, despite not really showing it, I think we may be able to get him to stick around considering how much trouble you can get into." Wasp glared a little at Nick, but it didn't last long as she chuckled as well, the Prime was only teasing her, but that still didn't change one thing on her mind. It's when Nick would suddenly get very aggressive for no real reason.

"Thanks for the help, Nick," thanked Jan as she pulled him into a hug that caught him slightly off guard but he returned it with just as much care, "Now I'm going to go talk to Hank, see if he's willing to do what Ratchet does." with that, she shrunk down and flew out of the Assembly Hall. Nick watched her go, a small smile on his face, glad to see her back in a good mood. Not long after she left, Nick felt his phone vibrate. Taking it out, it was a text from Carol.

 _'Jess finally got Soundwave out of the Helicarrier! Meet up at Central Park!'_ was Carol's message, causing the Prime to look at the screen in shock before he stood up straight and replying almost instantly.

 _'Be right over. XXXX'_ replied Nick as he put his phone away, a genuine smile on his face.

"Got a date with Carol?" asked Tony, a knowing smirk on his face. Nick chuckled awkwardly but nodded anyway.

"Carol is a fierce woman, Nicholas," complimented Thor, having seen the footage of both teens taking on and beating Starscream when she was captured. Despite the awkward tension between her and the other Avengers, they were quickly on even ground and the whole spying debacle was in the past. Jan was good friends with her once more, even getting to know Jess and Soundwave.

"I know she is," said Nick as he was heading to the exit, "which is why I love her like that." With that, the Prime left to go meet his girlfriend and their friends on a double date as it appeared. When Nick left, Iron Man brought up the reason why they were there.

"Remember what King Cobra said before everything went south? About Viper sending him a message?" began the inventor, recalling that Cobra claimed to have received some sort of message from Madame Viper. Thor nodded, remembering the villain's words. To help add to his point, Iron Man brought up a large green funnel of coding, everything he found in the message, where it came from, what sent it, and when it was sent, "If she didn't send it, who did?" Thor turned around to look at the rotating codes, "Although I guess it could've been fake." added the Avenger, throwing around plausible explanations as to how the message came to be and who sent it, but that still didn't really help them.

"Technology." said Thor, who was still a bit unsure about the whole field of it, including science, but he was a slightly bit more tolerant of it than previously. However, while he didn't mean a lot about, Tony took the comment a little differently.

"You're gonna give me a hard time about this again?" queried Tony as he glanced at Thor, "Even after everything we've been through?"

"I...apologize, Iron Man," said Thor a little begrudgingly, having not been used to saying sorry a lot since he was a prince, but it has been a while since he was last home. Though it's not like he could go home, not with what happened shortly after Amora, Skurge, and Shockwave left. Attempting to stop Amora, Thor tried creating a portal to Asgard, to his home, but when he tried crossing the portal, he was flung back by some force. To be blunt, Thor was unable to return to Asgard so he had been a little sour since then, "That was not my intent." However, Iron Man was seriously surprised to hear the Thunder actually say sorry.

"Wait, wait, wait," said Tony, trying desperately to prevent a smirk from forming, "Did you just apologize?"

"As you know, I have been barred from my home," recalled Thor sadly, "Nothing have I tried has broken down the magical barrier between Earth and Asgard. So, I must ask you, that is...," Thor looked off to the right, slightly hesitant to really say what he wanted, but the need to find a way home prevailed over his reluctance to ask for help, "I need your help. Could your and Ratchet's technology aid me into returning to Asgard?"

Iron Man just stood silently, looking right at Thor with a smug grin, seemingly pleased that Thor, of all people, was asking him for help. It was too good to be true for Tony, "Sorry, I'm trying really hard not to enjoy this," quipped Tony, but his smug grin turned to one of determination, "Of course I'll help you." This would actually be first since Malekith was defeated by the combined force of Thor, Tony, and Nova; science and magic working together so it came as no surprise that they would be doing it again. But the tender moment was interrupted when they heard a distinct clang echo through the Hall. Both heroes turned to the sliding doors where a large dent was seen before it joined by another one. A deep grunt was heard as both doors were suddenly knocked right off.

Standing at the entrance was Hulk, Black Panther, Bumblebee, Jazz, and Warpath. Hulk and Warpath were carrying a few two objects each, but something seemed a little off, each one was noticeably hairy. When the Avengers went to go take on the Serpent Society, a few others were left behind in case another crisis emerged and in this case one did. The threat was actually four inmates from the Big House, a group of villains known as the Super Apes. The leader was actually the only human, known as the Red Ghost, aka Ivan Kragoff. He and the apes were exposed to cosmic radiation giving each of them super powers. He possesses the ability to turn intangible at will. His apes, otherwise known as Igor, Mikhlo, and Peotr have their own powers. Igor can create any weapon his mind can fathom, which isn't a lot considering he is a Baboon, Mikhlo has enhanced strength, giving him a serious boost as a threat, and Peotr can manipulate metal objects like an electro magnet. Over all, the group of villains was a formidable team. But against the Avengers, they didn't really have much a chance.

Now that they were in custody, the Avengers returned so that they may be put in proper cells. Or just to show off as Hulk and Warpath tossed the apes and man into the room where they slid across the floor unconscious. "Called themselves the Super Apes." stated Hulk as he crossed his arms.

"Super was way too nice a word for these guys." added Warpath as brushed some of the ape's fur off his armor. But while he was doing that, Iron Man was likely going to have an aneurysm from seeing his doors get broken off, again.

"Why would you do that?" cried Tony as he held his hands up, "The doors open up, automatically!"

"Well done Hulk, Warpath," complimented Thor, ignoring that fact that the doors were broken off once again. Maybe he did notice but because it happened so often, he really wasn't surprised, "'Tis surprising to see how many monkeys we face in battle."

"The Hulk, Bumblebee, Jazz, Warpath, and I intercepted the Red Ghost," informed Black Panther, typing on a small PDA he kept with him.

"Ivan Kragoff attempted to attack the Fantastic Four," added Bumblebee, stepping forward with Panther to speak with Iron Man, "Though it seems like he was cheated as they weren't in the Baxter Building."

"Shocker." snorted Iron Man as he took the PDA from Black Panther.

"Well if that doesn't catch your attention, Tony, maybe this will," said Jazz as he joined the conversation, idly pulling pieces of metal from his body, a little frustrated because during the fight, Peotr used his powers to send the Autobot flying all over place because he is made of metal and the Ape has powers of magnetism, "Turns out tomato face here had blueprints and passwords to the entire building. Said he got them from an unknown transmission. A message or something." Now that caught Tony's attention.

"That's a pretty big coincidence." stated Iron Man, though from his tone, it was pretty clear that he didn't believe it was one, and he wasn't alone.

"Indeed." agreed Panther looking to the left in thought while Bumblebee crossed his arms and frowned, trying to think who had the knowledge and the intelligence to pull something like this off. While the Avengers in the Assembly Hall were pondering who was responsible, one Avenger was making her way down to the science area of the Mansion.

* * *

 

Hank's personal mobile lab was a feat of science and engineering, created by Hank himself. It had the ability to shrink and grow just like he could thanks to his Pym Particles, making transportation and storage a breeze thanks to the size changing effects of the particles. But right now, it was serving as a place where the scientist could try and think about why he joined the Avengers and how humanity seemed to have failed as a species. However, he was about to have a visitor in the form of Janet who rapidly flew down to the lab where she knew Hank would be.

Flying into the personal area, she heard Hank, the man she loved typing at a personal computer, running a few diagnostic checks on Ultron-5, the last surviving Ultron during Kang's invasion of Earth. A part of Ultron's chest was exposed so that three cables could connect to the inner systems of the android. Returning to normal size, Jan walked up to the scientist who still had his back to the entrance as he continued to work.

"Uh, Hank," greeted Wasp, semi awkwardly as she approached Hank, "I came to tell you that you can't quit."

"But I already did." pointed out Hank as he continued to work.

"Well, unquit." requested Jan as he pushed Ultron's arm up out of the way so she could better see Hank.

"I had hoped that the Avengers would be better than SHIELD but they're not," stated Hank, a little frustrated about what the Avengers had become, "They're just part of a system of violence and I don't want to be part of that system anymore."

Jan placed her hands on the back of the chair Hank was sitting in, listening to the pacifist and the man she cared most about told her that the team they had been a part of from the very start was just like SHIELD, however, she did have one question for him. "But what about all the good we've done?" asked Janet, turning Hank slightly away from the computer so she could see his face, "We've saved the world, Hank. A lot!"

"I'm not arguing that," disputed Hank as he turned back to his work, but did not continue, "I just want to find a better way." As Hank said that, Ultron-5 turned its head so it could look at its creator and his lover over its shoulder. However, despite looking at them, it had sent out a message to a certain source.

* * *

 

**_Firey Dimension_ **

A familiar shadowed figure continued to sit in his throne carved from the very stone of his personal dimension. While the ominous glow from the fire and lava did help illuminate the entire space, it didn't do a very good job as the figure was still shrouded in shadows. At the moment, he was speaking to one of his followers, the Insecticon leader Kickback by way of interdimensional windows. While he did fail his mission to prevent Nova from gaining more allies, it wasn't a total loss as Grimlock's new fondness for a certain mutant child and clone was a weakness he could exploit.

 _"The drones are growing restless, master,-er,-er,"_ clicked Kickback as he reported his swarm's behavior,  _"they are growing impatient."_

"I care not for what the greedy individuals that laze about in your swarm, Kickback," snapped the figure, slamming his fist on the arm of the throne, "if they are so restless, then that is their problem. It is nearly time for my return, and everything must be perfect."

 _"Master, are you sure that he can be tru-"_  Kickback was suddenly cut off when the link in the window became distorted, the shrouded figure narrowed his optics at the window, the entire pane turned black and some sort of message appeared.

'I possess knowledge that I have no use of, but logic states that you will' read the message.  _'Whoever this was is bold,'_  thought the figure as he leaned slightly in. The pane once again became distorted and changed to that of a street view of New York. What the pane displayed, however, brought a intrigued expression to the figures faceplate. On it was Nicholas Prince and three other humans. It showed the four heading towards Central Park in New York City. The view only lasted a few more seconds before it vanished altogether, going back to Kickback who had a bewildered and confused expression on his face.

 _"Master, what was that,-that,-that?"_ asked Kickback, slightly curious, but hoping whoever it was, he could go and destroy him.

"A tip," answered the figure bluntly as he resettled back in his throne, "Kickback, have a single Insecticon go to these coordinates. I have a small agenda for the one you chose."

_"And what is that?"_

"It's time to rattle Nova Prime's cage a bit."

* * *

 

**_Central Park_ **

Nick had just arrived at Central Park, still surprised to hear that Jessica Drew was able to convince Soundwave of all Cybertronians to do something fun for a change. Though in the back of Nick's mind, he shouldn't be as surprised as he is considering how much Jess was pestering, hanging around, and just flirting with the Spy Master, but low and behold, there was Soundwave sitting on a park bench, Jessica suggestively cozied up next to him while Carol just watched with a some what bemused smile. Nick, deciding to skip traffic and whatever flew lower to the ground beside Carol, the blonde was wearing her regular aviator jacket, with her signature red scarf, dark blue jeans, and for a change that Nick was pleasantly surprised with, let her hair down. It was similar attire to what she wore for their first official date but was still casual enough to go unnoticed by most people.

"I never thought I'd see the day." snickered Nick as he stepped up to Soundwave, who was wearing a black leather jacket, the zipper half way up, a pair of black jeans, and a white t-shirt. Surprisingly, Soundwave was missing his usual visor, revealing his violet eyes to the world around him.

"I'm hurt, Nick." pouted Jess, in mock offense, but her expression said that she was kidding. And if Nick was being honest, she was looking very appealing that evening, wearing an unzipped black and red leather jacket, a tan shirt, black jeans with a red belt, and a small bracelet around her wrist. Now while she is beautiful, there was only one woman Nick would truly love, and she was standing right beside him, covering her mouth to try and hide a grin.

"Took you long enough." chastised Carol as she playfully scolded Nick about being a little late to the party.

"Sorry," apologized Nick, rubbing the back of his neck, "Had to get out of uniform before I left. But things are looking pretty good at the Mansion. We arrested Bush Master and Death Adder today, but the other members of the Serpent Society escaped."

"What happened, did you scold them about ethics?" teased Jess as she stood up, pulling Soundwave to his feet. Nick looked away for a moment, thinking about how to explain what happened and how they, or more correctly he, defeated Bush Master.

"Well here's the thing," began Nick as he rubbed his hands together, a little for self-comfort and he really didn't want to tell the others that one of their own quit, "Ant-Man may or may not be the reason the Serpent Society escaped."

"What do you mean?" asked Carol, adopting a surprised but also suspicious look. Before Nick could explain, all four heroes heard a low hissing growl. Nick looked around for a moment before he noticed something moving in the shadows. There were a red visor and several luminescent fibers glowing in the dark. Carol engulfed her fists in energy as Jess and Soundwave shifted into a combat stance. Nick slowly eased his hand to his belt where his Decepticon Hunter hung, then without warning, the figure leaped out of the shadows, heading right for the Prime and tackled him. The teen grunted as he and his attacker rolled across the grass before he regained his footing and threw the assailant into a tree. Whatever it was, struck the tree and snapped it in two before landing on its feet. Now in the light, Nick and the others could clearly see an Insecticon in robot mode. The beast performed a side ways flip and roared angrily at Nick.

"An Insecticon." identified Nick as he and the feral transformer stared the other down.

"That's an Insecticon?" said Carol, in shock at seeing a nine-foot tall behemoth. Nick had told her about the different kinds of Transformers that exist on Cybertron, and she was a little disgusted to hear about the Insecticon Hive.

"What the heck is one doing all the way out here?" asked Nick, mainly to himself. Insecticons are bound by a single mind, so trying to get one by itself was nearly impossible to do, and yet here was one in Central Park. Nick's thoughts were interrupted when the Insecticon took something out and tossed it to the ground. It looked like some sort of circular spike that wedged itself in the ground. Nick took a step back when it activated, firing a blue beam into the sky about fifty feet before flowing out and over the two of them. In no time at all, Nick and the Insecticon were trapped inside of a domed shield. He was cut off from Carol and the others since the Insecticon had tackled him quite far away before it was thrown by Nick.

"Nick!" shouted Carol as she banged on the shield, trying to see if she could somehow help get him out.

"I'm fine." said Nick as he turned his attention away from Carol for a split second, but that split second was all the Insecticon needed to charge right at him and sink its claws into his shoulder. The teen cried out in pain as he was not ready for the sudden attack, but was even less ready when it jumped right over him, still holding onto his shoulder and threw him all the way across the shield towards the others. Nick hit the ground and flipped back to his feet, digging his finger tips into the ground to slow himself as he slid to a stop just in front of the others on the opposite side of the shield. Nick glared at the Insecticon, a faint green glow began in his eyes as he turned into Nova, just as the Insecticon leaped at him.

Nova tried to pull out his rifle to shoot the bug, but it was faster and pinned his body to the shield, keeping his right arm pressed firmly against it to prevent him from shooting the Insecticon. Nick grunted as he tried to push the Insecticon off, but was having very little progress.

"Soundwave, is there any way we can help?" asked Jess, seeing her friend in distress while her boyfriend was being assaulted by an Insecticon. Soundwave remained silent, as he shook his head. He had seen this type of energy shield. It was one commonly used in Gladiatorial fights on Cybertron. The only way out was for there to be one life signal detected, meaning, in order for Nick to escape, he had to kill the Insecticon. However, while this was going on, two other people were having a lovers quarrel.

* * *

 

**_Avengers Mansion, Hank's Lab_ **

While the four teens were having a less than fun time out on the city, Janet was still trying to convince Hank to reconsider leaving the team. But she was having a tough time doing so with Ultron looking at her.

"Hank, the Avengers are- the Avengers," Jan tried to form a sentence but the Android's gaze seriously sent her through a loop, "Ugh, your creepy robot is looking at me again." complained Jan as she placed her hand on Ultron-5's faceplate to obscure his gaze. "Will you stop playing with it and talk to?"

"The whole point of my 'creepy robot' was to rehabilitate Super villains," corrected Hank as he began to explain why he was part of the Avengers, "I joined the Avengers to help people, including the villains. But I think you like fighting them," accused Hank as he turned in his chair for the first time to look at Jan who adopted a look of shock at the accusation, "You actually enjoy all of this madness." It was that sentence alone that sealed the deal for Jan as she closed her eyes and bowed her head.

"The Avengers mean a lot to me," said Janet softly as she remembered all the good times they had together, the family she got when they helped fight Graviton that fateful day, and how she came to care for all of them, Nick especially after everything he lost, "I thought it meant something to you." With that, Janet left the Lab, genuinely hurt about how Hank views the team. Watching her leave, Hank only sighed as he stood up, to glance at Ultron.

"You may be the only one who gets it." said Hank to Ultron-5. The Android did not move for a second before the head swiveled around and the eyes began to glow. Hank did a double take at the sight. In a few seconds, the eyes glowed brighter until a bright flash blinded Hank and he was shot by his creation.

Outside the lab, Jan was about fifty feet away from the Lab when she heard what sounded like a laser gun go off and Hank letting out a startled cry. Jan immediately turned around, a concerned and honestly fearful look on her face as she ran back into the lab to see what had happened. What she found definitely surprised and scared her. Laying on top of several boxes was Hank, completely unconscious, groaning softly as Ultron was nowhere to be seen.

No!" gasped Jan as she shrunk down and flew to Hank, hovering over him to see if he was alive. Thankfully, he was still breathing, though slightly labored. Jan looked around to see who or what caused this, but when she flew in, she failed to notice a looming shadow behind her. Its red eyes glowing menacingly as energy coursed over its mouth plate. It soon began to approach her, casting a small shadow over her which she immediately noticed and spun around.

There, Ultron-5 loomed over her, reaching out to grab her, "NOO!" cried out Wasp before she was suddenly knocked out.

* * *

 

**_Central Park_ **

Nova was still trying to shove the Insecticon off, the beast hissing and clicking all most tauntingly like he was actually asking if this was all the Prime could do. Nova grunted in determination, the emerald glow in his optics flared slightly as he bashed his helm into the Insecticons, stunning it enough so that he could pull his arm out of its clutches and fire an explosive round point blank into the Insecticon's chest. The bug flew across the ground, landing on all fours and used its claws to slow itself before transforming into a Hercules Beetle. Nova tried to raise his rifle to shot it down, but the Insecticon got to him first, smashing him into the shield wall again, consequently causing the Prime to drop his rifle. Nova should have fallen to his knees, but the Insecticon used its thin legs to grab hold of Nova and flip around so his chest slammed into the shield.

Nova let out a surprised cry as the impact caught him off guard, leaving him to be thrown right up into the air, crashing into the ceiling of the dome, as he fell back down, the Insecticon flew right up beside him, using its sharp horn to slice Nova's left shoulder open, causing the Prime to cry out as Energon splattered slightly. Flying around, despite the close quarters, the Insecticon transformed its horn into a blaster and fired several blasts into Nova's chest, sending him flying down where he crashed into the ground almost exactly where he previously stood.

"Nick!" shouted Carol as she smashed her fists against the shield in a vain attempt to somehow help Nova. The Prime groaned as he got back to his feet just in time to see the Insecticon land twenty feet from where he was. Nova grabbed his neck to see the extent of the injury, glad that it did not go as deep as he thought it did, but none the less, a little angry that his date was ruined. Looking up when he heard a ferocious snarl, Nova saw the Insecticon barreling right towards him before it leaped into the air to do the same trick it had done before, but he wasn't going to have any of it. Pulling his right arm across his chest, Nova back fisted the Insecticon so hard that it flew across the entire area of the dome where it smashed into the side of it and slid down till it fell onto the ground.

Carol, Jess, and Soundwave (though by not much), were pretty shocked to see a feat of strength like that from Nova, granted he had pulled some impressive moments off when he sent the Kree Probe flying several yards and went toe to toe with Graviton, this was something a little different. Optics burning emerald, Nova gritted his denta as his battle mask snapped shut. Reaching to his back, Nova took out one of his katanas and held it in his right hand and at the same time, the Insecticon was getting its second wind and was back on its feet. With a tremendous roar, the bug charged at Nova, the Prime following suit with a quick flourish of his sword, the two charged right at each other, the two meeting in the middle of the dome where the slammed their hands into each other, trying to overpower the other.

While Carol, Jess, and Soundwave were watching the showdown of the ages, the other Avengers were dealing with their own problems.

* * *

 

**_Quinjet Docking Bay, Avengers Mansion_ **

At the docking bay, the Hulk, Black Panther, Bumblebee, Warpath, and Jazz were busy carrying the recently captured Super Apes. Each villain was placed inside a unique cell that was meant to suppress and contain the powers of whatever villain was inside. It was an ingenious design, but it did make loading certain villains a little difficult, be it based on physically because of their powers. But putting unconscious villains into a small tube or a large one with a yellow panel of modified Plexi glass, complete with inhibitors for the villain's powers or just to keep them sedated, it made the job way easier.

Red Ghost was the last one to be locked up, Jazz and Bumblebee making sure the entire pod was well secured and closed properly. After a good once over, Jazz gave Hulk the okay for him to be loaded aboard the Quinjet, "Okay, you're good to go, big green." said Jazz as he gave the jolly green giant a thumbs up. The Hulk picked up two pods and began to head up the ramp into the aircraft. He was about halfway up it when the lights inside the docking bay began to flicker.

"Cheap lights." grumbled Hulk, coming up with a good explanation for why the lights were flickering. However, Black Panther and Bumblebee weren't so sure.

"No." disagreed the Wakandan king, narrowing his eyes as he lowered his PDA. Bumblebee nodded, his instincts telling him something was wrong.

"I'm with you, T'Challah," Bumblebee agreed, "the Mansion is under attack."

"Oh come on!" exasperated Warpath, throwing his hands into the air as he walked out of the Quinjet, passing by Hulk, "After what you guys did to the Masters of Evil, nobody's that stupid." As the rookie said that, the ramp to the Quinjet suddenly closed, locking Hulk in. Warpath raised his arm to shield his optics from the sudden rush of wind from the Quinjet's thrusters as it suddenly dove down to the launching bay located at the bottom of the docking area. Once it was in position, the water sealed up above it and the Quinjet rocketed out of the bay.

"You had to say it." grumbled Jazz as he backed away from the ramp adjacent from the one they were on. Looking up, Warpath saw the spare Quinjet hovering right in front of him and the other Avengers, weapons armed and trained right at them.

"Move!" shouted Bumblebee as he dove to the side the second the Quinjet opened fired on them, Warpath letting out a startled yelp as he ran for cover, mentally berating himself for saying something like that.

* * *

 

In the training center of the Mansion, Hawkeye and Crosshairs were still valiantly escaping the clutches of Ratchet and Jane. While Hawkeye got out scoot from of injuries from Jane, Crosshairs' was less so, having to duck under several wrenches thrown his way whenever he refused to cooperate with Ratchet.

"Ugh, I've treated children more mature than you now take off your shirt," requested Jane, still trying to get Clint to cooperate, "or whatever that is." Hawkeye was currently rubbing his left shoulder, loosening the muscles so they wouldn't be as tense or strained, while Crosshairs was not doing anything other than avoiding Ratchet.

"Crosshairs you must know that unchecked mesh wounds can be incredibly dangerous," informed Ratchet, getting a groan from his patient as he facepalmed, "Now as your Physician, I'm ordering you to get over here so I can properly assess the extent of that wound."

"Just let them exam you two." requested Cap, trying to remain civil in this whole ordeal, having prevented Ratchet from tossing nearly all of Tony's wrenches at Crosshairs every time he made some sort of snide remark that related the doctor. But so far, he stopped only nine compared the twenty wrenches that were thrown by the doctor.

"What are you three? The team den mothers?" demanded Hawkeye as he stood in the center of the room. Crosshairs was with the Archer on this one.

"Yeah, Thor may need check ups, but I don't." added Crosshairs, neither he or Clint noticed the training rooms lasers fold out in the top corners of the room. But what was noticed was the training room doors began to close. Cap tried to run over to prevent them from closing all the way but was too slow to stop them from locking shut. When the doors snapped shut, there was an eerie silence in the room.

"We're in trouble." muttered Steve as he glanced back at the others. Ratchet had also noticed the doors closed while Jane, Hawkeye, and Crosshairs failed to actually notice.

"You're damn right you're in trouble," snapped Crosshairs as he whipped around to face the others, "Because I'm not-"

 _"Training room safety protocols disengaged."_ announced a computerized voice. Unlike Jarvis or Teletran, this one was incredibly blunt while the other two AI's had some form of under tone to them. Around them, several panels opened up, revealing several blasters.

"That wasn't Jarvis or Teletraan." said Hawkeye, voicing what everyone was thinking. The entire room was soon filled to the brim with laser cannons, rocket launchers, whatever else Stark's devious mind was able to concoct.

"What was that about safety?" asked Jane, a little afraid to get an answer, because as soon as she asked, a salvo of rockets was fired from two launchers and the lasers opened fired. Steve reacted first, running over to Jane to shield her from several lasers and rockets that were headed her way with his shield. Ratchet had ducked under a few rockets before he dove to the side to avoid a firing squad of several laser cannons.

Hawkeye who was in the center of the room was suddenly raised up when the Avengers symbol began to go up, revealing another salvo of laser cannons. Crosshairs instantly pulled out his twin SMGs while Hawkeye landed beside him, bow in hand as the cannons began to charge up.

"I hate this room." moaned Crosshairs as he and Hawkeye dove in opposite directions to avoid being shot by the cannons. Nearly all the Avengers were being attached by whoever or whatever was responsible, Iron Man had lost control of his suit and was forced to attack Thor, Nova was trapped inside an energy dome with an Insecticon and forced to fight to the death, Hulk was sent into the upper atmosphere by an out of control Quinjet while Black Panther, Bumblebee, Jazz, and Warpath fought off the other Quinjet that had also lost control and was firing its weapons at them, and finally was Hawkeye, Crossahairs, Captain America, Ratchet, and their guest Jane Foster were trapped inside the training room with the system's safety protocols disengaged. Overall no one knew what the cause was, but Wasp had a very good idea on who it was.

* * *

 

Wasp groaned, her eyes fluttering open as she slowly came to. Her entire body was raked with numbness, the last thing she saw before she went unconscious was...

Wasp immediately woke up, looking around herself to see that she was trapped inside some sort of energy orb. "Hey!" Cried or the heroine as she beat her fists against the wall of the orb. The orb was thankfully transparent, allowing her to see her surroundings. She was in a certain part of the mansion, a large room with a single pedestal where her prison resided. Scattered across the floor of the room were bits and pieces of Ultron's. Each one in a different state of damage.

"Hey," shouted Wasp as she continued to hit the sides of the orb, "Hey! Someone, help!"

 _"No one can help you."_  Stated a droning voice. Looking up, Wasp saw Ultron descending to the floor suspended by several capsules that were connected to it's back. The energy that collected at his mouth was a blood red while his optical sensors were also colored red. Electricity sparked down each capable as the android was set down on a platform with a large control chair that was positioned in front of a walkway to her prison.

"What did you do to Hank," demanded Wasp, "You stupid robot! If you hurt him!"

Before Wasp could go into detail about what she would do to the machine, Ultron raised his left arm, aiming a fist at her while a stun blaster emerged from his arm. The tip began to glow blue as it charged up. Seeing the danger, Wasp immediately shielded herself, waiting for the robot to take the shot, but to her confusion it didn't. Looking back, she saw Ultron lower his arm, then he began to approach the orb. Stopping only an arms distance from her, it raised its weapon again, charging the blaster to full and Wasp shielded hserself again, but like last time, the weapon was not fired.

"What are you doing?" Demanded Wasp, angry and confused why Ultron didn't take the shot and why he was doing this, "Robot! Ultron! I order you to let me go and the shut down!" But her demands were neglected as Ultron turned his back to her and approached the control chair, "Answer me! Why are you doing this? You are suppossed to help us!"

 _"I am trying to help you,"_ answered Ultron plainly as the android sat down in the control chair and series of screens appeared around and he began pressing several keys, " _My function is to instill peace and order. This is only possible if you stop functioning."_ Wasp's eyes widened in horror. By stop functioning, did he mean..." _I must eliminate chaos,"_ stated Ultron as he bent down by his chair and picked up severed head of another Ultron unit and raised it up so he could look at the face plate of his brethren,  _"but my programming is evidently flawed. I am unpermitted to eliminate you."_ The android then discarded the head and returned its focus to the holographic screens that were now rotating atriums him,  _"I am attempting to correct that flaw."_ Now that was all Wasp needed to realize what Ultron was trying to do. Hank may be a little dense but he obviously cared about her because he put in a program to prevent Ultron from hurting her. While it was a bit sweet that even though Hank was working on a project, he was still thinking of her, but the feeling of relief and some care Wasp felt vanished when the reality of the situation dawned on her: Ultron was trying to get rid of that programming and kill her.

* * *

 

In the assembly hall, Iron Man had lost complete control over his armor. Earlier, the mansion's system had been brought completely offline before the alarms went off for no reason. Trying to figure out what was wrong, Tony jacked his armor into the system, but that only made things worse because pretty soon his armor was getting out of his control. Firing two repulsor beams at Thor, Iron Man was trying frantically to get control over the suit, even despite the machine forcing his body to attack.

Thor dodged the twin beams, ducking low before jumping right into the air and dodging a few more shots. He didn't know why Stark was attacking him, but he did know he had to defeat his comrade without seriously injuring him.

Inside the Iron Man armor, Tony's HUD was reduced to a static mess as Jarvis attempted to regain control, "Jarvis respond! Open face plate!" Demanded the inventor as he saw Thor begin to spin his hammer above his head, generating a massive amount of lightning, "I need audio! Now!" The response was only more static. Seeing that audio wasn't going to work, Tony tried getting Thor's attention another way, "Thor! Thor, I can't stop it!" The inventor's shouts went unheard because of the mask's density and because of the lightning from the Thunderer's hammer. However, Iron Man had other things to worry about as his teammate slung his hammer as hard as he could, the entire weapon engulfed in lightning. Unable to move, Iron Man took the projectile and was smashed into the ground, creating a small crater. Thor landed on top of Iron Man, his hammer resting on his chest. Reaching down Thor picked it up.

"I do not know why you have turned on me," said Thor as he raised his hammer, intending to damage the armor and possibly the inventor, "but..."

Just as he said that, Tony was able to get control of his armor, if only for a few seconds.

"Thor!" Shouted Tony as loud as he could, and this time, Thor heard him, "Something's taken control of the armor! You have to get me out of-" Tony's voice was suddenly cut off as he lost control, but the message made it through to Thor, he needed to get Iron Man out of the mansion as both shots fired from his teammate missed on his left and right. Stooping down, Thor grabbed the Armored Avenger's chest and threw him right towards the ceiling. Flying after him, the Prince grabbed Iron Man and plowed through the ceiling, going through a few floors in the mansion before they both smashed through the roof top and into the night sky. While the two Avengers continued to grapple, there was one fight that was hardly a misunderstanding.

* * *

 

In Central Park, still trapped inside the combat dome was Nova Prime and the Insecticon. Both fighters clashing weapons, the Prime with his sword and the Insecticon with dual extendable limbs attached at the abdomen. When their weapons clashed, several sparks went flying everytime they connected. While Nova could handle a few Insecticons no problem, that was mainly because he relied on his Hyper, which unfortunately he left behind at the mansion, thinking he would not need. So with only his bare weapons of a rifle and his two swords, Nick was in his toughest fight since Kang. While the two fought, Carol, Jess and Soundwave could do nothing except watch the Prime brawl.

"What do you mean there's no way to break the shield?!" Demanded Carol, furious that she couldn't do anything to help Nick fight the Insecticon, but also for feeling so helpless right now.

Soundwave made several hand gestures, having learned sign language in shield since he still held up his vow of silence. Jess also learned sign language, or more specifically how to read it. Watching as Soundwave explained that these shields are nearly impossible to break, made that way specially so that there wouldn't be any outside interference during a gladiatorial fight. They would remain active until someone of something died inside the dome.

"We can't do anything, Carol," said Jess, translating what Soundwave told her, "they're basically unbreakable and the only way Nick gets out is if he kills that bug."

Carol growled in a frustrated manner before she returned her attention to the fight, Nova was holding his own pretty well, clashing his blade into the right claw of the Insecticon before blocking to his right as the monster tried to snap its claws into his shoulder. Following the motion, Nick punched the Insecticon right in the face, a distinct clang echoed through the park as the Insecticon stumbled back. As the fight raged on, a few others were close to being finished.

* * *

 

Inside the docking bay of the mansion, Bumblebee and Warpath were firing a continuous barrage of bullets on the Quinjet, the Energon bolts shredding the armored plating, but the jet was down yet. Working together, Jazz and Black Panther weaved their way through the bolts, heading right to the wings, plasma nunchuck and vibranium dagger in hand, both heroes sliced the wings right off the Quinjet, resulting in the vehicle crashing a few meters away and exploding.

"Hit the deck!" Shouted Warpath as he grabbed Bumblebee and dove away from the explosion with Jazz and Panther following behind.

* * *

 

In the training room, Ultron was observing the heroes with a camera, studying their methods intently as he directed the lasers to target any human or Cybertronian in the room. But for the aliens, he had very few details regarding their race. In order to correct that issue, he would capture one and study the race and their past. The humans he had no need of learning more from.

Several lasers fired down at Hawkeye, forcing the archer to perform a sideways flip to dodge the blasts and a few missiles that followed later. Crosshairs was firing his SMGs at whatever he could break, shooting down a few rockets and tending several lasers in operable. There wasn't a single laser cannon that hadn't fired at some point, meaning that Cap and Ratchet were focused solely on making sure Jane was kept unharmed. The Autobot was using his surgical blades to block some lasers, though thanks to his age, his body was taking a little bit of punishment. Cap would occasionally hurl his shield at a laser cannon to destroy it but mainly kept it on him so he could shield Jane from rockets and lasers.

"Can't you shut it down!?" Cried Jane right after Cap blocked another rocket and Ratchet deflected some laser bolt.

"Hawkeye! Crosshairs!" Shouted Cap, gaining the attention of both heroes, "there has to be a gear box or something controlling all this!"

"The central node!" Shouted Ratchet. The node was basically the control system that directed and repaired the control room and all its features. It was located in the center of the room under thirteen inches of military grade super steel. But before either Hawkeye or Crosshairs could get to it, two mechanical arms folded from the floor and tried to crush them. Crosshairs was able to get out of the way without a problem, but Hawkeye's escape was narrower, resulting in him losing his bow that was crushed under the mechanical arm.

"Damn it!" Snarled Hawkeye, he really didn't enjoy losing his stuff, especially his bow. But Crosshairs was more frustrated about the whole day on general.

"Gah, I'm sick of this crap!" Snapped the Autobot as he reached to his back and pulled out a rifle. It was a long sniper rifle with a small cartridge of rounds that extended to the right. It had a narrow barrel and a slightly irregular body, but this was a very powerful rifle, "Take this!" Grabbing Hawkeye's shoulder, he dumped the rifle into his hands, "Listen up; Crash Course: Nucleon Charge Rifle! Punch forward to charge, pull trigger to fire, slide back to reload!" But the instructions came a little too quick.

"What?!" Shouted Hawkeye over the noise of the exploding rockets and laser bolts.

"Punch, pull, slide, repeat! Punch, pull, slide, repeat!" Chanted Crosshairs, aiming his SMG at a cluster of rockets, detonating them mid air.

"What are you talking about?!"

"Good luck!" Encouraged the Autobot as he began for the mechanical arms.

"Where you going?!" Yelled Hawkeye, but Crosshairs didn't turn around and instead flipped his tactical goggles down.

"To lay some hate." Stated the Autobot as he charged right at the arms, one of them coming down right at him. Crosshairs dove to the right then back to the left so he could scale the arm. Running up it he jumped into the air with a flipped, from his back two mini parachutes shot out, slowing his descent. As he floated back down the ground, he did so as the arms were pulling back. With his SMGs in hand, he opened fired on both of them, tearing the armored limbs into shreds while laughing the whole way down.

Back with Hawkeye, he had been reciting what Crosshairs told, raising his rifle to the camera that was at the very top of the pillar of las cannons, he did exactly what Crosshairs told him, charging up the rifle, and at max charge, he fired. The round easily snapped the entire top in two. When the two halves fell, they revealed an intricate device that flowed blue. It was the central node.

Now that it was exposed, Cap had a target to end this madness. Pulling his shield arm back, he threw it as hard as he could, the metal disk ricocheted off a wall, them another before it lodged itself into the top of the node. The machine sparked as the shield imbedded itself deep into the node, taking it offline and shutting down all the training room weapons. A loud bang was heard as the training powered down, the laser cannons stopped firing and the rockets stopped as well. It was a taxing fight and it left one individual convinced that someone really didn't need a check up.

"Your arm seems fine, Hawkeye." Said Jane with a sigh of relief that the fight was over.

"You are not off the hook." Stated Ratchet, getting Crosshairs to through his hands up in annoyance, but the quiet of the training room was interrupted when the door that locked them in was busted down. Stepping in was Warpath who was massaging his knuckles while Black Panther poked his head in.

"The Mansion's computer systems have been compromised." Informed the Wakandan.

"No kidding." Said Hawkeye sarcastically. But there were still two more fights that weren't close being ended yet.

* * *

 

Back in Central Park, Nova was giving it his all, blocking the Insecticon as it tried to slash him with its right claw. Retaliating, Nova tried to cut its arm off, but it pulled away fast enough to allow the blade to miss. Taking a step forward, Nova swung the blade at his attackers neck, but it ducked under it and retaliated with a knee to Nova's stomach. Jumping into the air, the Insecticon slammed its claw down, but missed when Nova side stepped the attack and countered with a right haymaker, but the Prime wasn't done, getting a running start, he jumped right into the air to land a brutal flying spin kick to the Insecticon's mid section. The strike sent the big flying through the air where it crashed into the wall of the dome and then the ground.

Panting heavily, Nova approached his friends, leaning against the wall of the dome to support himself, he looked down at them, his optics losing their green hew, "Please tell me there is a way to escape this thing." Requested Nova, Carol pressing her hand against the clear wall.

"Soundwave said the only way out is if you or the Insecticon gets killed." Said Carol, her body glowed as she floated up to look Nova in the eye, "I know you're a Prime and that you try to find a way without the use of violence, but the only for you to get out is-"

"I'll do it," interrupted Nova in a slightly harsh tone. Carol and the others were taken back by his bluntness. That's when Carol saw it, a green hew formed in his optics, it was unnerving, to say the least. The blankness they turned Nova's eyes, not the calm and somewhat comforting aura they had before, no this color sent a chill up Carol's spine: there was something very wrong with Nick.

"Nick are you..." began Carol, but the crack of thunder and lightning cut her off. Both looking up and to the direction of the Mansion, they saw Thor and Iron Man fighting in the air. Nova growled.

"The surprises have yet to cease." Spat Nova. Carol turned around to look at the Prime, but her attention was soon directed to the Insecticon behind him, the creature crawling along the roof of the dome before it flipped down and let out a terrifying screech.

Before Carol could even warn Nova, he had already turned around, slashing the Insecticon across the face, the strike sent it crashing to the ground. Nova gritted his denta as he charged right towards the Insecticon, slashing his blade across its face again, hard enough that its head snapped back and the body was sent stumbling backward. Then Nova did nearly the same thing he did to Bush Master, he grabbed the two small appendages that attached at the Insecticons abdomen and held it in place. The Insecticon shrieked in pain as the limbs were nearly torn out. Holding onto them, Nova balanced himself on his left leg, tucking in his right and aiming it right for the Insecticon. In one swift motion, he yanked the insect right towards him and thrust his foot out.

The Insecticon bowled in pain as its limbs were ripped right out of its body, said limbs were flaring around in Nova's hands before he threw them aside. Taking out his sword once more, he rushed towards the Insecticon, pulling his blade back, he swung up and a distinct  _shink-_ like noise was heard. Flying through the air, the Insecticon's head tumbled through the night, letting out one finally shriek as if hit the ground and rolled a few feet. The body was still standing, the fact that the head was now separate from the body hadn't taken effect till it fell down onto its back with a resounding thud. Nova just stood over the body, huffing and puffing in exhaustion. A few seconds later, the dome began to fade before it vanished altogether. The device that imprisoned him short circuited and caught fire, destroying any evidence of whoever sent it. But that didn't matter to Carol as she rushed towards Nick because as soon as he tried taking a step, he collapsed.

"Nick!" Cried out the blonde as she knelt down beside the Prime, resting his head in her lap as he breathed.

"I'm fine," Said Nick, sitting up, despite his muscles protesting, and the injury to his shoulder, "we need to get back to the Mansion. Now."

"No," Stated Carol as she took hold of Nick right shoulder, his good one and turned him to look her in the eyes, "we're going to the Mansion, you're going to a hospital."

"The best hospital is at the Mansion where Ratchet is." countered Nick as he pulled out of Carol's grasp and walked over to where his rifle. However, when he picked it up, Carol was right behind him to give him a hard glare.

"Nick, no, you're injured. You can't just go to the mansion. If I had to guess, then that is where all of this probably started," disputed the blonde pilot. Soundwave and Jess were standing off to the side as Carol and Nick argued.

"The Avengers Mansion was my first home since I got back on Earth," stated Nick, his tone left no room for argument, but Carol was not going to break her promise to Primus, "I will not stand idly by when I know I can do something to help fight alongside my team and family."

"'Help fight?'" echoed Carol, giving Nick a very skeptical look as she gave Nick's state a once over. The injuries he received during the fight had transferred over to his human body, resulting in numerous cuts, bruises, lacerations, and whatever else that can happen to a body in a fight to the death, "Nick you can barely stand up straight." Nick didn't answer Carol and instead walked over to a lamp post. Once he was right up beside it, raising his right leg, he shoved it over with a kick, knocking it completely over. The glass top shattered as it hit the ground. Walking around to the top, he bent down and reached inside the broken head and took hold of the light bulb. Crushing the bulb, the electricity that ran through the bulb rushed into Nick's body, energy began to ripple across his form as he breathed in deeply. Across his body, the injuries he received began to heal themselves, closing up rapidly. In a matter of seconds, Nick was free of any injuries.

"Let's go." stated Nick as he began to leave. Carol watched him go with an annoyed expression, but on the inside, she knew that something was very wrong with Nick. Before he would never be that harsh in a conversation, sure he was blunt but never really harsh.

"Should we follow?" asked Jess, walking up beside her friend, Soundwave standing close by her.

* * *

 

Back in the contol room Ultron was currently residing in, he was watching the whole battle rage. From the training room to Nick's battle with the Insecticon, Ultron was watching and studying his foes. Which seemed a little redundant considering he had files on every single one of them, but files could only get you so far before they ran out of their use. And Ultron knew that, he just needed time to upgrade his systems.

 _"Training Room: Offline. Quinjet 2: Offline. Iron Man Armor: Offline. Insecticon: Offline."_ listed the Android as he reviewed everything.

"Sounds bad doesn't it?" guessed Wasp, still trying to fight Ultron, despite not being able to move from her prison, "I'm guessing you got about a minute before the Avengers bust in here and send you to the scrap heap." Jan couldn't help but smirk as she knew she was probably right, the Avengers were on their way, and they were going to fight Ultron, but what she didn't know, is that Ultron had predicted it so.

 _"Radioactive Man, The Serpent Society, the Red Ghost,"_ informed Ultron, naming every single villain they had encountered, excluding Amora and the Masters since they had their own agenda,  _"these threats had been generated to occupy the Avengers while I upgraded my programming and weapons."_ As he said that, his optical sensors began to glow red,  _"And while I am not able to eliminate you, I can eliminate them."_ Wasp's blood ran cold, he was right. Ultron was more than capable of hurting them, and it was more than willing to in order to complete its mission.

No sooner did the sentence leave the Android did the heroes come rushing, Carol, Jess, and Soundwave with them. Nick was out in front, his eyes glowing bright emerald and an angry sneer was on his face as he flipped out his Decepticon Hunter and extended the blade. The Prime leaped into the air, ignoring the advisement of the Primes and his father. Anger and aggression had over ridden Nick's critical thinking, making him rush into battle without thinking at all. The only thing that was on his mind was how he was going to destroy Ultron.

"ULTRON!" roared Nick as he flew right up at the robot, the machine looked down to see the Prime heading right for him.

"NICK, NO!" screamed Wasp, but her warning came too late as Ultron charged up his main laser and fired right at Nick. His instincts kicked in and the Prime raised his sword to block the laser, but the beam was so wide that it swept right over his makeshift shield and struck him. His entire body was engulfed in agony, the teen let out an agonized scream as he took the entire hit. His body began to fade into the laser, his scream still echoing through the room till at last, Ultron allowed the beam to subside and stop. Falling to the ground, Nick's sword, charred and broken fell to the ground. The tip wedged itself into the floor, but the shock of what happened sent every single hero and heroine into a daze.

"NICK!" screamed Carol, a few tears running down her cheeks as she saw the man, Prime, whatever die right in front of her. No one knew what to do or say, one of their greatest teammates was gone. But one knew what to do. Her heartbreak turned into something stronger, it turned into anger, pure un contained fury. Carol's body began to glow bright golden, hair wove through the air like fire, while tears streamed down her cheeks, she was still more than able to fight. With a scream of intensity, she took off full speed at Ultron, the machine had no time to move out of the way or raise any of its defenses as Carol slammed right into it, smashing right into the side of the room. Pinning it down, the distraught woman began to mercilessly beat the robot's head into the wall, each punch echoed through the room.

"Get him, Carol!" shouted Crosshairs, encouraging the heart shattered girl. When Nick had been killed, Tony knew that if Ultron was able to take out one of their heaviest hitters, they would need to know everything about Ultron, his weaknesses, strengths, programming, everything. He needed to find Hank. But even as he left, the strikes from Carol echoed through the entire mansion.

With every single blow, Ultron's head caved in slightly, metal warping and several sparks began to form. Taking hold of it in both hands, Carol slammed its back into the wall, cracking it further. Adjusting her grip, she threw it right across the room, where it smashed right into the adjacent wall. Ultron's entire body was sparking, the once silver smooth chassis was reduced to a mangled and warped frame that was sparking profusely and was holding together just barely.

"I'll make you pay for what you did to Nick." screamed Carol as she shot towards Ultron, but this time, the robot was ready and fired a beam of energy at Carol. The woman took the blow in stride, absorbing the power as fast as it was produced by Ultron. The Avengers watched as Carol power through the beam, the same one that took out Nick in one shot, but she was just fine. Both teens had nearly the same powers, so what happened to Nick? Why didn't he absorb the energy like Carol? Answers would come later if at all as Carol was now right on Ultron, grabbing his arm, she threw him right to the ground floor where he crashed into a heap.

 _"E-error, m-mass-ive sy-system d-dama-age,"_ stuttered Ultron as he pushed himself up. A loud crash echoed behind him, turning around, he was met by a hard fist to his face plate, easily crumpling the metal as he stumbled back. Carol stalked towards Ultron, her hair waving behind her, eyes glowing as brightly as her body, energy collected at her fists. Reaching forward, Carol grabbed Ultron's shoulder and rammed her fist right into the chest of the machine, snapping through the metal like tissue paper. Ultron's damaged optical sensors looked Carol in the eyes and were met with unwavering fury. Sending a pulse of energy to her fist that was embedded into Ultron's chest, his head and upper torso were blown completely off. The remains clattered to the floor as Ultron was destroyed as Carol released the remaining part from her grip.

The Avengers gathered around the remains, Wasp had been freed from her prison by Crosshairs and Black Panther during Carol's massacre, but if she was being honest, destroying Ultron didn't make her feel any better. Taking a step back, Carol clasped her hand over her mouth to stifle a few sobs, tears were streaming down her cheeks. Nick was gone. Jess went over to her friend, pulling her into a comforting hug, which Jazz and Jan also joined, trying to comfort the poor girl. After a few seconds, Ant-Man and Iron Man, wearing his Mark 1 armor, mainly because it had no computers on it for Ultron to take control over, rushed into the room, seeing the team gathered around the remains of Ultron while Jess, Jazz, and Jan tried to comfort Carol.

"I-I don't understand how this could have happened." stammered Hank as he approached the remains, but to a few Autobots, that was the wrong sentence.

"Guess what smart guy, it did." snapped Crosshairs as he shoved Ant-Man in the shoulder.

"Thanks to your special robot, Nick's gone." added Warpath, glaring down at the man, getting Hank to bow his head. Tony walked in between and stopped both Autobots from making Hank feel any worse and for Carol's sake as she cried a little more.

"Go through the remaining Ultron shells and programming; destroy everything," ordered Tony as he took off his helmet to give Hank a hard glare, "everything."

"Of course," agreed Hank, "but it doesn't change anything." added the pacifist glumly as he began to leave and get started on eliminating everything that even related to Ultron. Walking a few paces, he stopped at the doorway to lean on the frame while pulling his mask down, "Nick's gone and I'm the one who gave Ultron the power to do it." bowing his head further as he came to a single conclusion, "This all my fault." with that Hank left. But to everyone, Nick wasn't as gone as they thought.

* * *

 

**_Unknown Dimension_ **

Nick was laying down on the ground, eyes closed while the sound of waves broke filled the air. Everything ached but out of the pain, there was one relief, the anger, aggression, frustration, and annoyance, it was all gone. Nick didn't anything, just plain blissful nothingness. Nick lay there, peacefully in the sand, just sweet bliss in the afterlife, but he wasn't alone. Watching him was a very familiar woman from a small beach house that she had specifically created for them to spend the rest of their days together. It was Amora. Walking from the beach house that she had taken the time and effort to conjure specifically for them, she revealed herself to the world, clad in only a very revealing lime green G String Bikini. After a few paces, Amora knelt down beside the Prime, seeing him blissfully asleep, she chuckled quietly, caressing his cheek softly in her hand.

"Whatever was happening, it will take care of itself," assured Amora as she ran her hand down Nick's cheek, "for we are together, and that is all that matters.

The action caused Nick's eyes to flutter open where he saw the Enchantress, a confused expression spread across his face.

"So this is the Allspark?" Asked Nick, semi confused but still intrigued.

"For you, it will be for the end of time." Whispered Amora as she slid herself down Nick's body, draping her own across his in a manner that was less than modest and leaned into capture the Prime's lips in a kiss that stole both party's breath away. Nick's eyes widened slightly, faint magic fluttered over them before they glazed over and his eyes fluttered shut as he began to return the kiss, resting his hands on Amora's hips. The witch and Prime sent nearly twenty minutes kissing, softly and tenderly. If Nick had any awareness of what Amora had done to him with the deep kiss after the incident with the Casket, he'd be pretty furious, but since he didn't, he had succumbed to three months worth of nudging and suggestion in the back of his mind from Amora. And right now, Amora was extremely proud of herself for pulling this off. But she wanted to have a little fun before they got to the more passionate activities she had in mind. But in Nick's mind, several entities were trying to tell him this was fake, but thanks to Amora's enchantment, he did not hear them.

**_To Be Continued..._ **


	23. The Ultron Imperative

**_Chapter 23: The Ultron Imperative_ **

On Earth, tragedy had struck, the android known as Ultron had killed Nicholas Prince, aka Nova Prime just six hours ago. It was a huge shock to the Avengers and to Carol Danvers, Nick's girlfriend. To say that Ultron had met his end at the hands of the fiery blonde, driven by rage and sadness over his death, would actually be a lie because Ultron wasn't destroyed, no matter how bad the beat down had seemed. Ultron was a program that could think just like a human, except it saw humanity as a failed species and sought to bring 'peace' and eliminate chaos by eliminating the source; humanity. And being a program means Ultron could never truly die. Up in the upper atmosphere, a SHIELD communication satellite was drifting in high orbit above the Earth, relaying messages, updates, and other critical information across the world for the peace keeping organization, but for Ultron, it was a means to destroy humanity in one fell swoop. The onboard computer light, shining a vibrant green suddenly changed to a dark red, indicating Ultron had broken through the firewalls. It wasn't long until the rogue android was attacking computer systems linked to the satellite system were also soon falling to Ultron's influence.

It didn't matter what it was, the android was breaking into every computer system linked to it, be it a submarine at the bottom of the North Atlantic Ocean, a secret Chinese military facility in the snow covered mountains, a stealth bomber flying above the Arctic Circle, N.O.R.A.D. Commander center in Colorado, and finally the SHIELD Helicarrier hovering above the Appalachian Mountains. While taking control of just one of these specific targets could have incredibly great effects, it wasn't the facilities Ultron was after, but their payloads. Case in point, every single Nuclear Warhead in the world. But despite breaking, Ultron didn't even bother to stop the alert that went out from each location, no this was a statement and he wanted everyone to hear what he had to say. The first to receive an alert from every single location was SHIELD.

"Uh, Coulson," called out Skye, sitting at a desk in the bridge of the Helicarrier with her laptop open, previously doing some research and monitoring. A lot had happened to the young woman, Kang's invasion that left her taking cover in a secret bunker, but what was the most changing was the shock that Grant Ward was actually a Hydra Agent. It definitely came as a huge surprise; Skye did have some feelings for Ward, but after finding out that he was their enemy, it left a big hole in her heart. But at the time, Soundwave was with the team of Coulson, Simmons, Jemma, May, and Skye, so Ward was exposed by the Spy Master and arrested, but that didn't make it any better for the young hacker. So Soundwave, and by extension Jessica, would be around more often to comfort Skye every once in a while. Hydra's near take over happened some time back so Skye was better, and back to doing what she does best, helping SHIELD, or in this case, trying to figure out what was happening to its computer systems and the systems of other defense organizations.

"Yes, Skye?" replied Coulson, coming over to make sure she was alright, also being one of the few people to be helping her through the shock of Ward's betrayal.

"There's something wrong with our network, but that isn't the weird thing," the brunette woman explained as she tried vigorously to get the computer systems to respond, "What's weird is that it's not just happening to us but-"

Before Skye could go into further detail, all the monitors in the bridge began flashing and turned a solid red. Other monitors began to follow, across the entire bridge, one computer after another was completely locked out of the system. Coulson went to the center of the bridge, looking across the entire area with a hard expression on his face. But the main monitor remained somewhat functional, blinking in and out of static.

"Skye, can you get this cleaned up?" asked Coulson, but it seemed that the hacker wouldn't need to because the main screen was illuminated with a large head. It was obviously made of metal, with an open mouth, where energy had collected and was fluctuating at a stable pace. It had two large diamond like cut outs where the eyes were supposed to be, but in the center of them was a single burning red optic. Two long horns emerged from the sides of the head and continued up for about eight inches. This was a faceplate Coulson was familiar with, SHIELD had once had dozens of these androids working inside the Big House before the Break Out.

 _"I am Ultron-6,"_ spoke the Ultron unit,  _"a cybernetic intelligence created by Doctor Henry Pym. My imperative is to bring peace and order to this world."_ Maria Hill, who had also been in the bridge scowled angrily at the robot, she had not been having a pleasant experience with the Avengers as of late, with Nicholas Prince finding loop holes everywhere in order to keep the Avengers independent but also likely to spite her. But seeing their robot, Ultron suddenly appear did not make her opinion change about the heroes, if anything, it may have made it a little worse,  _"I am about to fulfill that imperative, for the extinction of humanity begins now."_

* * *

 

**_Avengers Mansion, Sub Control room_ **

The Avengers were still gathered in the control room where Ultron-5 had been destroyed, and where Nick had died. Each Avengers was in a different state of shock, anger, and remorse. Carol was the worst out of all of them, even despite it being several hours since Ultron had been beat, she could barely hold herself together. Nick, the one guy who treated her like the way she wanted, often messed with her but right down to the core understood how she felt, made risks at his own expense, saved her life several times, broke a few promises but still swore to her, believed in her, asked for nothing in return and genuinely cared for her was gone. Tears had been rolling down her cheeks in a near constant stream, her breathing had somewhat leveled but was still slightly shaky.

The person after Carol was Jan, taking it pretty badly that Nick was gone. He had been a little brother to her from the very start, helping her out whenever she needed it, and put his well being on the line for all of them at some point. Jan had several tears in her eyes, some had already fallen, but not nearly as bad as Carol's. Thor bowed his head in respect for Nick's sacrifice, Warpath saluted him, along with Cap, Bumblebee, Jazz, and Crosshairs. Hawkeye went off to go punch something, most likely to vent his frustration before he came back. Iron Man only bowed his head in respect before he left to go help Ant-Man destroy the remains of Ultron. Hank was nowhere to be seen, having gone to his lab to destroy all the files on Ultron, how it was created and its functions, but in all honesty, he felt about as bad as Carol for what happened but not the same reasons. Soundwave showed no emotions, but when the fight first started, he turned into his Cybertronian form. Even after Nick's death, he still hadn't changed back to human, his screen running a playback of Nick's death. At first, the Spy Master seemed to also agree with everyone else, Nick was truly gone, but after a few minutes, he left for who knows where.

Hulk had returned to the mansion after spending nearly half an hour tumbling inside the Quinjet when Ultron took over the Mansion's computer systems. But after a long enough period of time, he was able to break out of the jet and begin a very, very long fall back to the Earth. When he arrived, Hulk demanded something he could smash, and each Avenger felt they should tell him after he vents some anger. Nearly an hour after arriving, the Training Room was back in shambles, completely destroyed by the Hulk's frustration. After getting rid of some of his anger, Hulk had asked where Nick was and the Avengers told him what happened.

Hulk was surprised, angered, and saddened that Nick had died, despite Ultron already turned into scrap, he returned to the remains and smashed it into an even finer pile of scrap. The first person to see him not as a monster was gone. It left a pretty big emotional scar on all of the Avengers; Nick had been a huge influence on al of them, helping them in many different ways, be it emotionally, like with Hawkeye and Black Widow, in the field, helping each and every one of them in a battle, or just at home with regular duties. The Avengers would never be the same.

"This can't be happening!" begged Wasp in disbelief, brushing several stray tears from her eyes, staring at the teen's sword embedded into the floor at the tip by a few inches, "I can't believe he's gone. Nick's actually gone."

"Way to remind, Carol of what happened." snapped Crosshairs, gesturing to the blonde who still had several tears running down her cheeks, despite it being nearly six hours since Nick's death. Jan winced as she pulled Carol into a tighter hug.

"It doesn't make any sense though," said Bumblebee, pacing up and down the room, if he was in denial, nobody was really certain, "why did Nick just run into a fight."

"Maybe he was just frustrated." offered Warpath, not bothering to take his gaze off the sword. It was true that when people get frustrated, they tend to get a little physical, not just because of the anger but just to find a way to vent that anger. But, for the first time, since Ultron was destroyed, Carol spoke up.

"No," said the young woman, looking up for the first time. Her eyes were bloodshot from crying so much while her cheeks were stained with trails of tears, "Nick doesn't really get frustrated, at least he doesn't get physical when he's angry."

"Huh?" asked Jazz, breaking his attention from his stare at the sword to look at Carol, "how do you mean?"

"The way that he was acting," answered Carol, wiping some tears away as she was starting to get over her grief and began to analyze the situation, "Nick was much more sharp about certain things like SHIELD when they tried to forcibly recruit the Avengers. He threatened Maria and Black Widow from what he told me and you all said, then there was the fact that Nick went headlong into a fight with Strucker without any real plan on what he was doing."

"It is true," Black Panther agreed with Carol, having watched each of his teammates and friends long enough to know how they would ideally think, "Before any fight, Nick would analyze everything around him, ranging from the terrain to the fighting style of his opponent. The reason it usually takes him so long to deal with escaped villain's, not because he is struggling to fight them, but he is struggling to find the safest and least painful way to subdue them without permanent injury."

"Which explains the sudden change in the kids fighting against the Snakes yesterday." concluded Crosshairs, joining the conversation and analyze of Nick's behavior. Finally joining in the group, trying to figure what caused Nick to ran right into battle without thinking at all.

"And why he killed an Insecticon as brutally as he did." added Jessica, though her own sentence sent a wave of confusion and surprise through the team of heroes, minus the Autobots who know that Insecticons like Hercules Beetles are more like animals, or 'vermin,' than actual civil Transformers.

"Woah, Woah, Woah, Nick killed someone?" cut off Hawkeye, clearly surprised by the information that Nick killed something.

"Insecticons are basically giant bugs." reassured Crosshairs. Hawkeye nodded, though he was still a little concerned about Nick, as were Jan, Carol, Thor, and Jazz. But for all their possible explanations, it wouldn't matter because of one simple fact.

"Doesn't matter if we find out what made Nick change," said Hulk, a grim expression on his face, while his tone was even grimmer, "He ain't coming back." Carol bowed her head, it was true, even if they figured out what made Nick change so drastically in his personality, it couldn't bring the dead back. While Hulk's words were harsh, there was no denying they were true, but that still didn't stop Jan, Jessica, Jazz, Warpath, and Thor to glare at the jade brute.

Trying to change the subject, Jan spoke up, "Should...should we move his sword?" asked the heroine, everyone's attention went back to the Prime Decepticon Hunter, Nick's sword. Even in its charred and laser damaged state, the blade was more than sharp enough to penetrate the floor. "Hulk, maybe-"

"Can't move it. Can't even get it out of the floor." sighed Hulk, his disheartened tone conveyed all the information needed to know that he had tried earlier when the Avengers were comforting Carol.

"Wha-why not?" asked Jan, not fully understanding why Hulk couldn't pick it up or get it out of the floor. The sword was only in about five inches, meaning there was plenty of room to pull the four and a half foot long sword. But with a sigh, Hulk explained why.

"'Cause, I'm not Prime." answered Hulk glumly.

"Hulk's right," confirmed Bumblebee, bringing all the attention of the room to him, "most artifacts or devices that originated from the Primes had a built in safety. Their devices were incredibly powerful and could easily be abused, so in order to ensure that no one other than a Prime was able to use them, only Prime was able to activate their power. Meaning, that sword isn't going anywhere, unless one of us is a Prime." With everything that happened, Jan was still having a tough time accepting everything.

"How could this happen?" asked Jan in a shaky voice as she stepped away from the group, letting Jessica hold her friend for a moment, "I can't believe that Hank-"

"What?" snapped Warpath angrily, turning to glare at Jan, "you can believe that your boyfriend's little toy went berserk?! That it killed Prime and probably could have killed us too?!"

"Back off, Warpath." ordered Bumblebee, stepping between him and Jan, seeing the hurt and disheartened look wash over the woman's face. The cop gave the rookie a stern look, which Warpath returned, but Bumblebee's gaze did not falter. While Warpath was a solid seven feet and six inches tall and Bumblebee was only five feet nine inches, Warpath sighed and lowered his head in shame for snapping at Jan like he did.

"I'm sorry Jan, I just-" began the wrecker, but he didn't need to go into further depth because a hand was placed on his shoulder. Looking back, he saw Captain America giving him a knowing look.

"We understand, Warpath. Nicholas was an inspiration to all of us." reassured Steve before he returned his attention to the sword. Everyone in the room had their attention on the sword. But in the back of Jessica's mind, she was a little annoyed that Soundwave wasn't here to leave his respects for Nick. After all, he was the one who gave the Spy Master his second chance in SHIELD which led to her and Soundwave meeting and begin seeing each other. She knew that he was still adjusting to the change from leaving the Decepticons, but he could at least show a little gratitude. However, despite Jess's annoyances, it seemed like Soundwave was more focused on something else while the Avengers were mourning their loss.

 _"Excuse me,"_ spoke up Jarvis suddenly, gaining the attention of everyone in the room,  _"but Soundwave has requested all of your presence in the Assembly Hall."_  With that, Jarvis left the terminal. Each hero glanced at each other for a moment, what was so important that required all of their attention. One by one, the Avengers made their way to the Hall, but not all of them were going.

* * *

 

**_Hank's Lab_ **

Inside the mobile research and testing center, Hank, Tony, and Ratchet were hard at work, trying to figure out what went wrong with Ultron that would cause him to attack and kill Nick. When Ratchet was informed that Nick was killed, he had a pretty big tantrum, mostly directed at Hank, a few Cybertronian curse words were thrown, thankfully in Cybertronian. But the doctor knew that this wasn't Ant-Man's fault, he didn't know what could have happened if Ultron was programmed with the concept of violence. No one could have foreseen this, not even Ratchet. But after a few minutes, the doctor apologized to Pym for his behavior and offered to help eliminate the remaining Ultrons, no matter where they are.

A silver torso and lower body of an Ultron were dumped on to Hank's research table. Above was a vaporizer, built by Hank to destroy unneeded material and get rid of failed test results. A wide light blue beam came down onto the pieces of the Android and in a few seconds, the remains were destroyed.

"I can't believe this is happening." breathed Hank as he watched one of his greatest accomplishments being destroyed. Ratchet was also near the table and heard the comment.

"Pym, none of us could have known what would happen if Ultron was programmed with the concept of violence," reassured Ratchet, as he walked around to place his hand on Hank's shoulder, "what matters is that no one else was injured." The words seemed to relax the hero slightly, but he still, he didn't feel much better because his creation still ended up killing a good friend of his and a great teammate and humanitarian. Ultron was created to help people, to bring peace and order, but not through violence or bloodshed. Nick knew that there is a way to bring peace, but sometimes actions must be taken before words are said. Hank only wished he could have seen that as well.

"How many others are there?" asked Tony, sitting at a desk turned away from the two scientists. He was currently deleting every computer file, note, or even mention of Ultron from the Mansion's computer systems. He was more than a little bitter about what happened, he partially blames himself for what happened, berating himself for not seeing this sooner.

"This is the last of them," confirmed Hank as he and Ratchet turned to Tony, "that's every Ultron component that was at the Mansion."

"Forty-Two has been cleared of components," added Ratchet as he took out his PDA to run a check list of every known place that housed any Ultron components, "Henry's lab at Oxford has also been relieved of any components." The information that everything was truly being destroyed, one of his greatest achievements was being destroyed, and it was his fault. Looking at an Ultron head, this one was just a model, no real working parts so no one needed to worry about Ultron taking it over, and recalled a certain question that has been floating around in his head.

"I just don't understand what went wrong," sighed Hank as he walked up to the head to have a better look at it, "Ultron was supposed to be a force for peace, for order."

"Hank, this isn't your fault," cut off Tony, as he looked up at his friend, "I was just as responsible; I pushed using Ultron as a weapon from the start." this confession came as a little surprise to Ratchet, he wasn't there for that conversation, but listened intently to the two scientists speak, "The work at Stark Industries before you left."

"Ultron was my responsibility," interrupted Hank, returning the blame back to himself, "I'm the one who allowed this to happen. I just- I just don't understand how I could create something that would do this. Something that would kill Nick."

"Artificial Intelligence is a fickle concept, Henry," spoke up Ratchet. Both Tony and Hank looked at Ratchet who was busy tapping a few commands on his PDA, "creating a free thinking a.i. will always have risks. Ultron's computing engine was based on logic and only did what seemed logical with the information it was given about the human race." Hank looked down in shame, most of the time he spent with Ultron, he had mostly been talking about how humanity had seemed to have failed as a species, sure the fact that it had done lots of good in the past was in the back of his mind, but it didn't occur to him to expose Ultron to the positive aspects of humanity. Letting out a sad sigh, Hank only shut his eyes as he remembered something that Nick had once told him.

 _'Peace and order and not as similar as you think, Hank. While something may seem organized and well placed, like a smoothly running machine, it only does a certain task. Peace is about understanding the aspects of all people, working together to achieve a goal not as a single being but as a people.'_ Nick's words echoed through Hank's mind, he only wished that he had taken them more to heart.

* * *

 

**_Unknown Realm_ **

Nick was lying comfortably on his back, white sheets were pulled up across his bare chest as he smiled blissfully up at the ceiling. His entire body felt warm and at peace, something he hasn't felt in nearly four months, but only just a few hours ago, his world had been reintroduced to relaxation. A warm, naked, body was pressed up against him, the sheets were caressing her frame snuggly as Amora the Enchantress laid her head. His right arm was wrapped comfortably around her waist, Amora rested in relaxing peace, having finished another  _session_  of pleasure with the Prime. When the Prime supposedly died, he was actually saved by Amora and brought to a unique realm she had discovered. It was basically a single island in the middle of the ocean with lush beaches, a small house right on the edge and an assortment of rooms inside the house where she and the Prime would spend the rest of their days in pleasure.

Nick's right hand drifted down her form till it reached her end and gave it a gentle squeeze. Amora's eyes fluttered open as a small moan of pleasure escaped her lips. Bright emerald met sky blue in a loving gaze, but Nick's love wasn't real, Amora had placed Nick under a similar enchantment she had used on the Hulk, except this one would trick his mind into thinking he was in the Allspark.

"This is why I saved you, my love," whispered Amora breathlessly as she scooted up closer to Nick's body, every detail of her own was pressed into his, "This is all I ever wanted; the two of us, alone. Rulers of our own world. And as lovers." Nick smiled, being the ruler of an entire world sounded very appealing, but as soon as his smile appeared it disappeared. Looking away from the witch, seemingly at a wall, Nick could have sworn he heard something, a distant calling of his name. Was..was that...Optimus? Micronus?...Father?

A gentle hand found its way to Nick's cheek and he was turned back to Amora, the witch leaning in to capture his lips in a passionate kiss. The Prime's eyes widened before they glazed over, magic fluttering over them. In a moment, Nick began to return the kiss until Amora broke out of the embrace. "We will be together," continued Amora as she sat up and swung her leg over Nick's body so that she was perched on his, giving the Prime a full display of her naked form. Leaning down, mere centimeters from his lips, she whispered one more word, "forever." With that, their lips connected once more, the magic that flowed across Nick's eyes intensified and the Prime became lost in a fake world of bliss once more. Both hands slid up Amora's body where he cupped her cheeks and continued to kiss the Enchantress, softly at first, before the embraces became sloppy and lustful.

* * *

 

**_Hank's Lab_ **

"There was a massive series of upgrades in Ultron's CPU," muttered Tony as he continued to study what improvements Ultron had made to his programming and hardware ever since he was programmed with the concept of violence. Ratchet was also helping type away at another computer while Hank was standing back and studying all the information on a large screen. On it was Ultron's intact frame, along with his statistics and parts, "I'm trying to pin point the cause." But despite Tony's efforts, Hank knew better.

"Tony, I mapped human brain patterns on to a machine," pointed out Hank as he shut down Tony's efforts to find something that caused Ultron to kill Nick, "Any one of a million things could have gone wrong." However, despite Hank's valid point, Ratchet was getting a little notion from Hank; he wouldn't just map a random person's thought process.

"Every human has a different thought process, Henry," spoke up Ratchet as he swiveled around in his chair to look at Hank, "but to save time, I assume you used a pattern you are familiar with." Hank and Tony seemed to look at Nick in confusion until a wave of realization washed over Hank's face like a wave of water.

"It's me," gasped Hank as he remembered how he used his own brains template as a starting point for Ultron, "I used my own brainwaves as a template. A starting point to create Ultron." Hank looked at his two friends in fearful realization, "My mind made it go bad."

"As I said before, Artificial Intelligences are a fickle concept, Henry." stated Ratchet, standing up to ease the pacifists fear that his own thought process was what caused Ultron to rebel and kill Nick as a result.

"Plus, the first sign of deviation came after Kang's invasion," added Tony, bent on stopping Hank from blaming himself any further, "And Ultron-5 did interface with Kang's tech. Maybe..." began the inventor as he typed a few commands into the computer, but froze when he saw a certain line of coding appear, "Wait..."

"What is it, Tony?" asked Ratchet as he turned to the inventor and glance over his shoulder to see what had made Stark stop in his tracks. Reading the coding, he soon saw the same coding as Tony and came to a similar reaction.

"This isn't Ultron-5." stated Tony as he stood up from his chair and picked up the dented and broken head that was left of Ultron-5. Whether it was by sheer chance or luck, the head was almost still intact, despite the damage done by Carol in her furious assault when they all saw Nick die. But the sentence caught Hank completely off guard as he stared at Tony with wide eyes and a look of shock.

"What?" said Hank as he looked at the head for a moment as it was exchanged between Tony and Ratchet.

"This body, this is not the original Ultron," clarified Ratchet, "the programming has been uploaded into it from what the data stream could tell us." Then a horrible realization came to pass as the Autobot looked at both scientists, "Ultron has been uploading himself into a new body dozens of times."

"The last upload was almost six hours ago." informed Tony as he checked the data stream. But that's not what stood out.

"That's almost the exact same time Carol destroyed Ultron." stated Hank as he was also looking at the screen. Ultron had been upgrading himself dozens of times, transferring his intelligence from one body to another, attempting to find the most suitable it could find. But this left one big question.

"But the question is where did it transfer to?" asked Ratchet, but no sooner had he said that the computer screen suddenly turned blood red. Hank and Tony looked around the lab and saw that other systems were being hijacked. All three scientists looked around in fear/anger as the Mansion's systems were suddenly hijacked once again. Ultron had been busy, but he wasn't just interested in the computer systems. At the very bottom of the mansion was the armory where Tony kept all his suits locked up and away from prying eyes, but it also served as Nick's armory to as he kept a few weapons there was well. Inside the armory, an eerie red light illuminated the entire room. A seventeen foot tall armored red and gold suit stood at the end of a hallway. It had a glass visor that was glowing red as did the miniature Arc Reactor in the center of its chest. This armor had been used by Iron Man to fight against the toughest of enemies but had at one point been made so it would combat the Hulk when he was on the run. This armor was known as Mark 14, codenamed the Hulkbuster.

Along the hallway, several armor storage containers began to light up with the same eerie red light. One after another, the armors activated, Ultron was taking control of all of Iron Man's armors. It took the a.i. a little time to break through Iron Man's fire walls, but in no time at all, the fire walls proved to be only a delay for the homicidal robot's agenda. The storage units containing the armors opened up to reveal seven unique Iron Man armor's, each one activating with the red glow that was Ultron. The only armor unaffected by Ultron's take over was the Mark 1, Tony's first armor and the one he used to escape the terrorists that had taken him hostage. With only limited resources, he couldn't put a computer system inside meaning everything was operated by hand, making it immune to Ultron's effect. But there was one thing Ultron was very much interested in at Stark Tower.

* * *

 

**_Stark Tower_ **

Inside the massive curved building that acted as Stark Industries main headquarters was a special vault that Tony had specially designed for experimental weaponry he had built in his spare time. Tony is one of those people who need to be doing something otherwise he may start climbing up the walls from boredom, so to entertain himself, he would take certain devices or robots that had been already created and just add when he feels would be a good idea. And one of those robots just so happened to be possibly the last intact Ultron unit. The blood red glow began to spark before igniting as Ultron had taken control of this model. About five seconds had passed before the robot began moving and readied one of its weapon systems. Aiming its hand at a wall, Ultron blasted a massive hole before flying out of the tower and began a short trip to his next objective: the Helicarrier.

* * *

 

**_Avengers Mansion_ **

Inside the Mansion, the atmosphere was somber, to say the least. The loss of basically two teammates had really shaken the team, but when Soundwave called them all down to the Assembly Hall for a meeting did things change ever so slightly. Jessica was still at her best friend's side, Nick's death had deeply shaken Carol and nearly broke her. Jan was a little better, but she still kept her head bowed, if it was in regret that she didn't warn Nick in time or for the fact of what her boyfriend's creation it did it wasn't really clear. Bumblebee, Crosshairs, Hawkeye, Jazz, Warpath, Thor, and Cap all had a somewhat collected expression on their faces, but the shock was still noticeable if you looked hard enough. And lastly was Hulk who had his regular scowl, but this one was actually genuine because Nick had been one of the first people to see him not as a monster but as a hero. But despite the different levels of sadness and remorse, they all were one thing; curious to find out what Soundwave had to say.

Inside the Assembly Hall, standing at the far side of the table in his human as multiple holographic screens spun around the center of the table while Soundwave studied each one. The holograms were showing his camera footage of Nick's death, each one on a different energy spectrum. The spymaster was so focused on the screens that he didn't notice the Avengers enter the room, or maybe he did but was too engrossed in the footage to greet them.

"What is it that you wanted to talk about, Soundwave?" asked Bumblebee. The Spy Master didn't respond for a second, winding and rewinding some footage, specifically the moment Nick vanished. Each Avenger gave each other a confused look, what was Soundwave trying to find?

"'Wave? Are you okay?" asked Jessica, stepping away from her friend for the first time since Nick died nearly six hours ago. The raven haired girl placed her hand on Soundwave's shoulder, attempting to gain his attention, but after a moment, he didn't react, at least not immediately. Turning to the group, Soundwave pointed to the recording of Nick's death. Each Avenger looked at the footage, and each one saw the same thing, Nick vanishing into a light.

"You dragged us here just so we could watch Nick die again?" snapped Hulk as he glared at the humanized Cybertronian. Soundwave shook his head and made a few hand gestures for Jessica to translate.

"He says that Nick's death doesn't add up." translated the teen, but she was left more confused than clarified, as were most of the Avengers. Among them, T'Challa had also been watching the footage intently, trying to spot anything that didn't add up. Walking over to the table himself, he began to replay the footage, slowly, starting from the point Ultron shot Nick to the point where he vanished.

"What do you mean?" asked Captain America, furrowing his brow in confusion. So far, Soundwave has given them more riddles than answers. Ever since he escaped the Shadowzone, the Avengers and Soundwave have a somewhat shaky relationship, given how fast he took them down and how efficiently proved just how dangerous he truly is, but after time, the heroes slowly began to accept him. The longest person to come around was Ratchet given that Soundwave had kidnapped him during the war and brought him to Megatron. But sure enough, they let by gone's be by gone. And Soundwave was trying to help the heroes understand that Nick wasn't dead.

The Spy Master began making several more gestures, Jessica watching intently as she was going to translate when he was done, but as luck or some trick of fate, Soundwave was never able to finish because the wall to the right of all of the heroes suddenly exploded. A gust of wind was sent right at the heroes, forcing them to shield their eyes from the dust and small debris. When the dust settled, everyone had a clear view of the Hulkbuster Armor that loomed over them with it's left fist pulled back. With no time to react, Soundwave, Hulk, Jessica, and Jazz were caught in the way of the punch, all of them sent flying back to the opposite side of the Hall. Jessica, Soundwave, and Jazz were able to right themselves on the landing while Hulk just landed with a thud.

Directing their attention to the massive armor that attacked their friends and teammates, Hawkeye notched an explosive arrow while Cap pulled his arm back that had his shield and the two sent their respective weapons right at the machine's center mass. It looked as though the shield and arrow were going to strike their target but just two feet from the Hulkbuster, both projectiles suddenly stopped mid air, seemingly floating mid air. Hawkeye and Cap narrowed their eyes as they saw a black armored figure appear, the same eerie red glow emanating from its Arc Reactor and Repulsors. This was Iron Man's Stealth Armor, designed to do exactly as it was named, for infiltration and covert missions.

"Stark!" shouted Warpath as he spun up his Gatling Gun, "what the scrap are you-" The wreckers sentence was suddenly cut off when several collapses in the walls around the heroes sounded. Forming up, the twelve heroes stood back to back as several more Iron Man armor's appeared. From the closest hole was a silver Iron Man armor, the design looked slightly more rough than the sleeker Mark 6 or 7 Iron Man normally uses, but this one holds a good amount of sentiment, after all, this was Tony's second armor; The Mark 2. Thor, Crosshairs, and the Hulk all glowered at three respective Armors, one was a more advanced model but was still used by Iron Man none the less, the Silver Centurion. Unlike the normal circular arc react at the center of each armor, this one had more of a hexagon shape while red and silver paint had been applied to the out shell. Flanking the Silver Centurion was two specially designed Iron Man armors. On the right was a black armor with a glossy shine to it, but unlike the other armors, this one had large chunky arms that looked more like jack hammers than regular gloves. Along with the red glow, the Arc Reactor at the center of the chest was more of a narrow rectangle than a circle. This Armor was designed specifically for clearing debris, code named Striker, or the Mark 25.

On the left of Silver Centurion was a nearly standard looking Iron Man armor, this one with a navy blue coloring with a rectangular Arc Reactor. But while this one may not be as flashy as several others, it was still plenty dangerous. This Armor was known as Shotgun, or Mark 40, likely for the advanced Repulsor technology Tony had put into the armor. Else where, Jan, Carol, Bumblebee, Black Panther, and Crosshairs all looked their attention on several Iron Man Armor models. One of them was the Mark 3, Tony's third attempt at creating the powerful Iron Man armor he normally wears in combat. Following the Mark 3 was the Iron Man models, 4, 5, 8, 9, and one specially designed Armor. It was a white and gray painted armor. The gray was painted right on the abdomen, inside the arms and legs, parts of the shins and firearms while the rest remained a cream white. The Arc Reactor in the center of its chest glowed red and was shaped like a parallelogram. The faceplate and helmet were not colored the same way as the rest of the armor, instead, it was painted orange. This was the improved version of Iron Man's Space Armor, the Mark 39 or Starboost. In all honesty, the sight would be a tech heads dream come true, except for the fact that the armors were possessed by an evil A.I. wanting to exterminate all of humanity.

"That's a lot of Iron Mans." whimpered Wasp as she looked around, seeing all the Armors Tony had created. She knew he liked to work and create in his spare time but did Tony really have this much time on his hands? Also, did he really need this many armors? But while Jan was busy trying to make sense of Tony's thinking, a lone figure stood to their right, shrouded by smoke till it was revealed. Tony's most commonly used Armor, the Mark 7.

 _"You attempted to destroy me, Avengers."_ stated Ultron, speaking through the armor's speakers. Carol's eyes narrowed into deadly slits as she glared at the armor that spoke.

 _"You!"_ hissed Carol in fury as her body began to glow brightly, energy collecting at her fists while her hair flowed freely behind her. He wouldn't stay down.

 _"You failed."_ informed the rogue a.i., but despite the monotone voice it used, everyone could hear the mocking undertone it used. But while the Iron Man Armors were fighting against the Avengers, the Ultron unit had reached its destination.

* * *

 

**_SHIELD Helicarrier_ **

Aboard the Helicarrier, analysists were practically running all over the place trying to somehow regain control over their computer systems that had suddenly been hacked into by Ultron. Alarms were still blaring as Skye and Fitz were furiously trying to figure out some way of taking back command and stop Ultron. As the two computer experts were typing rapidly at their respected computers, Phil Coulson was issuing orders throughout the bridge.

"We need all systems back online," ordered the new Director, only been director of SHIELD for about two months and already things were getting way more hectic than he had thought, "Maria, I need you to get on the line and contact Tony Stark."

"Are you sure?" Questioned his second in command. When Ultron had revealed that Henry Pym, aka Ant-Man was his creator, Maria was pretty quick in her opinion to rule out the Avengers for assistance.

"We don't have proof that they caused Ultron to go rogue and right now, their likely the only people who can really-" before Coulson could explain any further why they needed the Avengers, since Soundwave was currently M.I.A., the twin sliding doors to the bridge suddenly exploded, sending debris and a few agents flying. Coulson and the agents furthest away from the blast instinctively raised their hands to shield their heads from any debris. When the sudden noise dulled, the director looked to the center of the mass of smoke and saw Ultron casually stroll into the bridge.

"Open fire!" Shouted Maria as she took out her side arm and began shooting at the android, several agents followed suit, firing at Ultron, but their shots did nothing to damage the synthetic being.

Raising his right hand, Ultron fired a red beam at an agent, blasting him with the same kind of energy projectile as Iron Man's Repulsors. The android was taking down SHIELD agents with pinpoint precision and accuracy, shooting each one center mass, not killing them but mocking them out. Phil had taken out his own side arm and was firing dozens of shots at the robot, covering Maria as she had taken one repulsor blast right to her chest.

Fitz and Skye had taken shelter beneath a desk, hoping to stay hidden from the robot while thinking of a plan to take it out.

In just a few seconds, Ultron had taken out all forward resistance from SHIELD and continued his causual stroll. Behind him, dozens of agents carrying assault rifles sprayed a huge wave of energy bolts at the robot. Ultron stopped for a moment before turning around and fired a wide beam from his mouth, destroying the floor beneath them, causing the agents to tumble down to the second level. With that threat neutralized, Ultron returned his attention back to Phil Coulson, the only remaining person fighting the android. Firing as many shots as he could into the android, but like the other agent's bolts were practically useless against him. Seeing that the one responsible for SHIELD connection and control over all its systems, and likely the systems of other defense organizations, Phil tried firing at a faster rate, the blue energy bolts pinged across Ultron's chest but even at a higher rate of fire, they were still pretty useless.

Raising his gauntlet, Ultron fired a precise lower powered repulsor bolt at the director's side arm, shooting the weapon out of his hand and causing Phil to cry out in surprise.

 _"Philip Coulson, Director of SHIELD."_ greeted Ultron in a monotone voice as he stopped just in front of Phil who was massaging his right hand, trying to dull some of the pain he experienced when his weapon was shot from his grasp.

"Ultron," replied Phil in a seemingly neutral tone, but it had an underlayer of resentment, "I never pegged a healthcare robot for a terrorist, but I guess the most dangerous threats can appear as the most innocent objects."

 _"As you rank dictates, you are in possession of information not contained in any database on the planet,"_ continued Ultron, ignoring the man's earlier quip,  _"The security codes for the worldwide SHIELD arsenal."_

Coulson narrowed his eyes at the robot. The SHIELD arsenal was created as a security measure that would be installed into every weapon of mass destruction that was constructed to date, many of those weapons were tactical nuclear warheads. In all his years as a SHIELD, there were some instances that Coulson may have considered resorting to such weapons, but with the rise of heroes bringing crime to a low, the Avengers dealing with the escaped villains, and the introduction of the Autobots and SWORD brought crime even further down, Coulson honestly thought they wouldn't really need to use the nukes for any small threats that were once considered extreme.

"If you think I'm gonna give you the keys to the extinction of humanity," stated Phil with conviction, "then you're dead wrong."

 _"You misunderstand,"_ informed Ultron as he clenched his fists, seemingly in anger as his optical sensors glowed brighter and more menacingly,  _"I am not_ asking _."_

* * *

 

**_Avengers Mansion_ **

Back at the Avengers Mansion, there was a full fledged brawl going down inside the Assembly Hall. Each Avenger was pitted against one of Iron Man's armor models, and each hero was mentally cursing Tony for doing such a good job making the damn suits. So far, it looked like it was a stalemate, each hero and heroine fighting one of the armors. While they did see the benefits of having a wide arsenal for dealing with certain situations, he couldn't at least make some sort of program that would act as a safe guard in case something like this would happen and the Avengers wouldn't be completely attacked? But complaining about that lack of insight would not save them so each hero resorted to punching and shooting to fix the problem and none were taking that more seriously than Hulk.

The Jade hero growled as the Hulkbuster and he squared off, the mechanical power suit pulled its left fist back as it had done before and landed a brutal left hook to Hulk's dome. The green giant slid back a few feet, his large feet dug into the floor to slow him down. Hardly fazed by the blow, Hulk snarled as he charged forward, he was about to prove that this glorified tin can was just a waste of metal and wiring. As the Hulk and Hulkbuster grappled, Wasp and Warpath were holding their own against two armors, the Mark 3 and Shotgun. Wasp was easily using her smaller size and mobility to her advantage, flying all around at high speeds while shooting her stings at the Mark 3. Said armor was far too slow to swat Jan out of the air, but it still came close that Jan was forced to fly away and the Armor giving chase. Jan flew in a zigzagged motion, making herself as hard a target to hit as the Mark 3 began to fire red Repulsor bolts at her, a clear difference from the usual blue bolts that Iron Man would fire. As they flew, Warpath was firing his Gatling Gun at the Mark 40, codenamed Shotgun.

The enthusiastic rookie was shooting a wide spread of Energon Bolts, forcing the Armor to take cover behind the Avengers table. "You can't hide there forever Ultron!" bellowed Warpath over the roar of his gun firing, but Ultron wasn't hiding, he was analyzing the Autobot's rate of fire. As he calculated, Warpath's Gatler can fire a staggering 250,000 bolts per minute! Faster than any known weapon on record. But still, there was the tiniest window Ultron could exploit. Running a quick simulation, adding in the Autobot's ability to react, the Shotgun armor shot into the air straight up. Warpath saw the armor shot up and followed behind, still firing, but Ultron had anticipated this and fired right at the Gatler's barrel. The effects were almost instantaneous as Warpath's Gatler suddenly exploded, causing the rookie to stumble as the explosion clearly caught him off guard. Waving the smoke away, Warpath saw the state of his baby. Optics wide and his jaw hanging slightly, the once mighty rotating barrel of Warpath's Gatler, was reduced to a mangled assortment of six individual barrels.

"MY BABY!" cried out the wrecker as he cradled his weapon like a new born baby. The Gatler had always been Warpath's favorite weapon, it was what made him unique among the wreckers and gave him the reputation as being trigger happy, but controlled trigger happy. While Warpath was definitely shocked and distraught over the loss of his favorite toy, that sadness turned sour and into fury, "Oh, now. YOU.  **DID. IT!"** The Shotgun Armor was built for powerful repulsor blasts, meaning that speed was a loss so Ultron didn't have the speed required to dodge Warpath who let out a massive war cry and tackled the armor and began pummeling it into the ground. While Warpath and Shotgun got more acquainted, Hawkeye and Crosshairs were having a less than an easy time fighting the Mark 2 and Mark 4.

Both were blown into the air thanks to a pair of rockets fired from the Armors, but both used it to their advantage. Hawkeye flew to a wall and landed on it with his feet and pushed off while Crosshairs did the same. While Hawkeye flew past the Mark 2, Crosshairs was able to grab onto the leg of the Mark 4 and begin to shot up the Armor with his Plasma SMGs. While the specialist was turning the Mark 4 into Swiss Cheese, Hawkeye had fired through taser arrows at the Mark 2, the first arrow collided with the left repulsor of the armor while the second struck an eye slit. The third arrow struck the Armor dead center, the Arc Reactor to be specific. The Reactors were designed to produce a large amount of power, in order to use an armor as advanced as the ones Tony had built so a lot of energy was required, but even his armor had limits so the jolt of three taser arrows was enough to overload the Armors regulator and cause it to explode.

As the two disposed of the respected Armors, Black Panther was taking on the Stealth Armor and the Silver Centurion Armor as Carol fought against the Starboost Armor, Jessica against the Mark 5, Captain America against the Striker Armor, Thor was fighting against the Mark 7, Bumblebee was fighting the Mark 8, Jazz fought the Mark 10, and Soundwave was fighting the Mark 5 alongside Jessica. It made a little sense that the Spy Master would be rather protective of Jessica, seeing how dangerous Ultron really truly was and he didn't want to lose another person who was giving him a chance to redeem himself for all the things he had done for the Decepticons. But right now, he needed to keep his head in the game. Taking turns with Jessica, the two were busy landing several blows, or shots since the teen had brought her pistol with her just in case something might happen, alternating between strikes. So far, the armor was barely holding up against the combined attacks of both martial artists but the fight was far from over as the two had to pull back to let the Hulk and Hulkbuster sail between them and the Mark 5 Armor. That tiny window that had been opened allowed the suit to fire several rockets at both Jessica and Soundwave, forcing them to dive away as the rockets collided with the floor.

Carol and the Starboost armor were flying through the air above the Avengers and the Ultron controlled suits, so far it been a stalemate between the two. Trading shots, or in Carol's case, absorbing the bolts she wasn't able to dodge and returning fire to the Armor. While he instincts were letting her fight, her heart was still aching over the fact that Nick was gone, he had been a huge part of her life and arguably one of the best people she had ever had the honor to meet. He taught her how to control her powers, trusted her even though he knew she was spying on him for Fury, placed his life on the line for others and asking for nothing in return, and he saw the Avengers and Autobots not as a squad of heroes, but as a family. If it was the longing for the feeling of being part of that kind of family since her father never really treated her the way she wanted, her brothers weren't the best to be around, and her mother was the only exception. She didn't know how Nick did it, put up with all the crazy, but she wanted to be apart of it really be apart of it. But it seemed that fate had yanked that chance away when Nick... she couldn't even bring herself to admit it, but the cold hard truth was there, he was really gone and it caused Carol to almost visibly wince at the information. It was this lapse in attention that the armor was able to fly in close and land a brutal punch to her jaw.

Carol was clearly stunned by the blow as she fell to the ground and let out a surprised cry as she crashed into the floor, making a small crater. Her clothing had been torn and was ripped in dozens of places. Shaking her head, the blonde sat up to see the Starboost and Mark 7 armor standing above her, both repulsors aimed at her. Instinctively raising her arms, Carol braced herself for the shots, but they never came as a faint hovering was heard in front of her, peeking through a crack she made with her arms, Carol saw that Wasp had flown right in front of her and was firing her stings as fast as possible, forcing the Armors to shield their sensitive optical sensors.

"Tony!" shouted Wasp into her communicator, raising her right hand to her ear as she kept firing at both suits, "It's Ultron! He's taken over your Armor! All of them!" The brunette woman had to zip to the right avoid a shot fired at her from the Starboost armor. The little breathing room that was provided by Jan was enough for Carol to regain her bearings and tackle the armor into a wall. Pinning her arm underneath the chin of the helmet, she glared right into the optical sensors.

"You should've just stayed down while you had the chance, Ultron," snapped Carol, as she applied more pressure to the neck component when the Armor began to struggle slightly.

 _"My programming states that I must bring peace and order to this world,"_ rebuked Ultron, addressing the woman,  _"The only way that I shall achieve this goal is through the extinction of humanity and the Cybertronian race. They have proved to be more destructive and violent than humanity and this cannot be allowed to continue."_

Carol narrowed her eyes as she glared at the suit, she wasn't about to let this happen. Peace and order are not necessarily the same things and do not really have the same goals. For a while, she believed that the government had the right idea about how things should be done, but that changed when she met Nick, how he saw the good and the bad that a government can do for the world and the people. But it was usually up to the people to make the biggest changes and that as heroes it was our job to serve them. Initially, Carol disagreed, but when Nick asked her if say one of the U.S.'s enemies had super powered soldiers in their ranks, what would she or the government would do. It was then that she realized that they would likely do the same, bring in super-powered troops of their own, but this would lead to more dangerous and life threatening fights. This was why Nick went to such great lengths to have the Avengers operate independently but report to the U.N. and consequently him. He didn't want to have that kind of destruction and fighting amongst the hero community, he wanted to serve the people. It was then that Nick really showed her what it means to be a hero, that sometimes, the Government was not the best answer to bring peace and order.

But right now, Carol was not very peaceful now, "I don't think so." retorted the pilot and SWORD agent as she raised her hand and blasted the Starboost Armor right in the faceplate. The metal that formed the helmet buckled under the force of the blast and broke apart. Sparks flew from the remains as smoke wafted into the air; everything above the neck of the suit was mangled and nearly unrecognizable. Releasing the suit, Carol watched it fall flat on its chest, but a sting of pain entered her heart. Looking at her hand, she remembered how Nick taught her how to control her powers, and how to absorb energy. Clenching her hand into a fist, she intended to use everything she learned from Nick to avenge his death, but that still didn't stop her from wishing with all her heart that he could be here with her.

* * *

 

**_Unknown Realm_ **

Nick was having a small conundrum: he felt at peace, everything was just right, the scenery, the atmosphere, hell, even the beautiful woman he was laying next to basically screamed that this was the afterlife. So why did he feel like something was a miss? He had fought valiantly, he defended his family, he helped bring to races closer to one another and established a recognizable treaty for them, and yet he felt something was wrong.

Lying on his bed, Amora snuggled up next to him with the white sheets cloaking her flawless frame, Nick stared up at the ceiling, a contemplative expression adorning his face. The woman beside him, shifted slightly as she laid her delicate hand on his chest, letting out a sigh of content. But Nick was not very content. Maybe he was just a bit tired from their last rut and the exhaustion was getting him. Nick tried to rationalize what he was feeling, but then a sudden strike of dread speared its way into his being. Letting out a surprised gasp, Nick sat up, holding his head, Amora didn't stir as the Prime was suddenly bombarded with memories.

_Nick was standing with the Avengers in the Sub Control room, having just returned from fighting against an Insecticon. Standing out in front, his eyes glowing bright emerald and an angry sneer was on his face as he flipped out his Decepticon Hunter and extended the blade. The Prime leaped into the air, ignoring the advisement of the Primes and his father. Anger and aggression had over ridden Nick's critical thinking, making him rush into battle without thinking at all. The only thing that was on his mind was how he was going to destroy Ultron._

_"ULTRON!" roared Nick as he flew right up at the robot, the machine looked down to see the Prime heading right for him._

_"NICK, NO!" screamed Wasp, but her warning came too late as Ultron charged up his main laser and fired right at Nick. His instincts kicked in and the Prime raised his sword to block the laser, but the beam was so wide that it swept right over his makeshift shield and struck him. His entire body was engulfed in agony, the teen let out an agonized scream as he took the entire hit. His body began to fade into the laser, his scream still echoing through the room till at last, Ultron allowed the beam to subside and stop. Falling to the ground, Nick's sword, charred and broken fell to the ground. The tip wedged itself into the floor, but the shock of what happened sent every single hero and heroine into a daze._

_"NICK!" screamed Carol, a few tears running down her cheeks._

A wave of dread washed over Nick; Carol, Jan, the others, they were in danger! Ultron was not destroyed. But the memories did not stop.

_In Amora's hand was the Casket of Ancient Winters._

_"No!" shouted Nick as he flew right at the witch but was suddenly slammed into the snow, carving a small trench as he came to a stop right at her feet. The Prime then felt his body being forced into a kneeling position while he looked up to see Amora's other hand bathed in magic, "What are you doing here? Are you seriously working with Malekith?"_

_"It will all be revealed soon," replied Amora soothingly as she caressed the teen's cheek in her hand. Behind her, a swirling Groundbridge appeared, Shockwave and Skurge were the first to go through, however, Amora stayed behind as she knelt down and leaned to give Nick a slow kiss. Nick's eyes widened, barely two months and he already broke his promise to Carol. However, the kiss that the witch gave him was far from sweet, as her tongue wormed its way between his teeth and wrestled Nicks' into submission. Amora moaned as she made out with Nick, who did nothing, his idea that if he resisted he would only encourage the woman to try harder to sway him to her favor, so to show he really had no love for her, he did nothing. Though it may be a double-sided blade because Amora could do whatever she wanted if he did nothing. And she was doing exactly that._

_The witch was clearly enjoying this as she knelt down in the snow, wrapping her arms around the teen's neck, pulling him flush against her body and her generous bust. After nearly five minutes of having her fun with Nick, Amora released the Prime's mouth, playfully biting his lip as she giggled as Nick had to catch his breath from her nearly mauling his face._

_"I hope we run into each other soon, my love." whispered the witch as she stood up from the snow, swaying her hips in an obvious manner as she struts through the portal._

'Amora...she-she did something to me' thought Nick as he recalled his returning memories. Looking at his hands, the information about his behavior, what he had been doing, and how he had been fighting all came rushing to the teen's mind.

"This-this is wrong." said Nick allowed as he swung his legs out from the bed so he could sit up straight. Amora began to stir, wiping some sleep from her eyes as she sat up, holding the sheets closer to her body.

"My love?" asked the Asgardian witch as she placed her hand on Nick's shoulder.

"I was in a fight." said Nick, recalling the last moments, "I charged at Ultron and he fired at me. Then there was sort of light." Amora frowned, no Nick was remembering what she had done to him. She wasn't about to lose the love she had worked so hard to sway into her grasp. Steeling herself, Amora turned Nick around so she could capture his lips in a less than loving kiss. Nick's eyes widened in surprise and as magic slowly washed over them. The kiss went on for about fifteen seconds before the Enchantress released him.

"Do not be troubled, Nicholas," soothed Amora as she saw the magic in his eyes, "Such memories will go-AH!" The enchantress let out a startled gasp as Nick suddenly stood up from the bed, clenching his eyes shut as he held his temples. The Prime groaned in slight pain as the power of the Matrix began to spike, energy sparked across his body, the ground shaking slightly as Amora backed away slightly in fear for what was about to come and in slight awe as the power of the Matrix was restored within Nick. In a blinding flash, Nick's body erupted with energy, forcing the Enchantress to teleport away as the beach house she created exploded in a violent display of power and light. Reappearing five feet from where she was previously, Amora was fully dressed in her usual attire as she looked into the smoke and dust.

Standing with his back to her was Nicholas Prince, AKA Nova Prime, standing in full armor. "Nicholas?" asked Amora, almost afraid to receive her answer. Looking over his shoulder slowly, Amora could just see the glowing energy of the Matrix burning in his eyes, but it wasn't the power that scared her, it was the piercing glare of rage.

 **"You,"** stated Nick, in a deadly low voice. as he turned around slowly to glare right at Amora,  **"You did this. All of this."** With that, Nick began to stalk towards Amora, the Enchantress backing away in fear. She had never seen the Prime angry, or like this for that matter. The only time she saw anger was when she had held his friends and allies hostage when they first met. Unlike the Hulk, whose anger is wild and mostly uncontrolled, Nick's was deathly precise and controlled, and Amora was on the receiving end of that anger.  **"Manipulated me. Made me threaten others. Hurt others. Hurt me. Tricked me into nearly killing myself. Pushed the one woman I ever truly loved away. Then you violated me."**

At this point, Amora was backed into a corner of several trees, which she bumped into when she could go no further. "I-I am trying to save you!" argued Amora, though he tone lacked any real drive.

 **"I do not require your help,"** snapped Nick,  **"Or your love. But if you are so keen on keeping me here, that you'll be willing to fight me; then go ahead, come get some."**

"I could torture you!" shouted Amora, her fists rippling with energy, though Nick did not react in the slightest, "cause you agony beyond what you know! I could force you to stay! But, if you love that mortal girl so much, you can go die with her!"

Amora raised her hands and fired a blast of magic at Nick, but the energy just washed over him like what over rocks and bade no real injury. Keeping a steady blast, the woman grit her teeth as she tried to send the foolish Prime back from where he came, but her magic was having no effect. After a few more seconds, she dropped the blast and saw the Nicholas was completely unscathed, and her eyes widened in shock as she used her most powerful spell on him but did nothing.

 **"If it's all the same to you,"** stated Nick as he turned to the right and raised his hand, a Groundbridge portal opened up,  **"I'll see myself out."** And with that, Nick left to the Prime's dimension. He needed to pick something up before he left for Earth.

* * *

 

**_Avengers Mansion_ **

Back in the mansion, the fight was still raging like an out of control wild fire, but like any blaze, some people are bound to get burned. During the fight, Steve, Thor, and Bumblebee had taken some pretty hard hits, so bad that they needed to be rushed to the medical room where Jarvis had prepped the painkillers and other medical supplies to ensure that they wouldn't bleed out. Since the fight would hardly allow even one Avenger to be gone for more than five moments, Soundwave opened a Groundbridge portal to the sickbay where they would be in the care of Jane Foster. The remaining heroes were trying their hardest, having taken out the Starboost Amor, Mark 4, Mark 8, and Mark 11. But even still, the battle was far from over.

Hulk was still trying to break through the Hulkbuster's armor plating, and its sheer size was not making it any easier as the suit of armor plucked Hulk of the ground threw him into the floor. The jade giant wasn't down yet as he tried to push himself up but was forced back down when the armor fired a continuous blast of energy from the palm of its left gauntlet, pinning the gamma hero on the ground. But the hero wasn't alone as he had back up in the form of Warpath.

Letting out a battle cry, Warpath jumped onto the Hulkbuster's back and began punching it as hard as he could, drawing the suit's attention away from Hulk. It tried to grab the burly Autobot, but Warpath was a lot quicker than he looked and was able to dodge the suits attempts to grab him and throw him off. "This! Is! For! Prime!" shouted Warpath in between punches, his knuckles beginning to break under the continuous beating, resulting in Warpath bloodying his fists with his own Energon.

With the Hulkbuster preoccupied, Hulk was able to get to his feet and glared at the machine designed specifically to eliminate him. Getting ready to leap at the suit, Hulk launched himself with all his might right at it as soon as Warpath jumped off when he saw the murderous glare in Hulk's eyes. The force behind the gamma heroes leap was enough to send him and the suit flying into the air and crashing into the ceiling. The impact had a negative effect on the heroes bellow because the falling debris had a high chance of hitting any one of them.

"Heads up!" shouted Jazz as he tackled Jessica aside when a large chunk of ceiling fell down and nearly crushed her. Soundwave was busy fighting the Stricker Armor when the shout was heard. Glancing up, he saw a large chunk heading right for him and the armor. Diving to the side, the suit wasn't able to recover fast enough when Soundwave shot it right in the chest with an Energon bolt and avoid the chunk of debris that crashed right on top of it.

Carol and Crosshairs were busy fighting against the Stealth Armor, taking turns at rushing the suit and keeping it from firing back. But even with the two fighting side by side, the Armor was able to get enough breathing room and vanish from sight. Both heroes were on guard as they were just able to hear the clanks of the suits metal boots against the floor over the symphony of combat around them. Then without warning, Carol was tackled by the Stricker Armor, the suit bursting from the debris and barreled right at her. The pilot let out a pained cry as the armor pulled its right hammer back and punched her right in the stomach. The blow sent her flying into a nearby wall where she left a small crater. Shaking her head as the impact had dazed her slightly, Carol looked up to see the Stricker Armor looming right over her. The left driver pulled back and ready to strike, but before it could land the blow the wall to their right broke apart and Iron Man, wearing his Mark 1 Armor flew in and tackled the Striker Armor.

While the Mark 1 was old, it still packed a good punch and had weapons to back up. Flying across the entire battlefield, Iron Man slammed the Ultron controlled suit into the wall, creating an indenture similar to the shape of the suit. Pulling it out, Tony smashed the suit's helmet into the floor, before he countered a surprise attack from the Mark 7 and pinned it against the same wall he sent the Striker into.

"Get out of my suit!" demanded Tony as he pinned the armor in place.

 _"Your armor, like all of humanity, is obsolete,"_ stated Ultron shifting the helmet to look Iron Man right in the eyes. It was partially true, the Mark 1 was nothing compared to the newer models of suits he had created,  _"accept your end."_

Tony glared at Ultron, "Yeah, I don't think so." Raising his right Repulsor, Iron Man shot the Mark 7 right in the head, doing the same thing that Carol had with the Starboost Armor.

Black Panther, Crosshairs, Warpath, Thor, and Jazz were all currently surrounded by the Mark 3, Silver Centurion, Mark 5, Mark 6, and Mark 10. But before the suits could open fire on the surrounded heroes, they were suddenly shot by two sets of beams. Iron Man came charging in with Carol charging right beside him, firing Repulsor beams and Energon bolts. Following them were Hawkeye, Wasp, Hulk, Jessica, and Soundwave. The Stealth Armor tried to flank the heroes but was blasted into a nearby wall by Iron Man while the Silver Centurion, which recovered from the earlier attack was shot out of the air by Hawkeye with two explosive arrows. Soon all the suits were temporarily knocked down giving the heroes a chance to regroup.

"What's happening?!" demanded Wasp as she flew in front of Tony, "I thought Carol destroyed Ultron?"

"Yeah, so did I," confessed Tony, "Hank and Ratchet are currently trying to find a way to destroy Ultron for good and get rid of the remaining vessels of Ultron."

"Even if we destroy every single Ultron, the real one isn't here." added Jessica, knowing that Ultron would have likely used is original body and not the Iron Man suits from what she could guess. But it didn't seem like they would have to think too hard because right at that moment, Soundwave received an S.O.S. from the Helicarrier. Displaying the Helicarrier's bridge on his visor, the Spy Master showed an Ultron unit attacking SHIELD.

"Why would Ultron attack SHIELD?" asked Carol, while she did understand that Ultron would likely see the defense agency as a huge obstacle in the way of its goal, she didn't think he would go personally to the base.

"This machine, it spoke of destroying all of humanity," spoke up Thor, adding in his own suggestions, "would SHIELD not have a weapon in their vaults that could possibly achieve such a goal?" Soundwave gave a grim nod, knowing the SHIELD was connected to the World Wide Arsenal, a series of nuclear warheads that could be launched at a push of a button. Hearing this, Hawkeye clenched his eyes shut before he steeled himself.

"You guys go," suggested Hawkeye, drawing the attention of everyone in the room, "take Hulk, Wasp, Carol, and Crosshairs. Panther, Warpath, Jazz, Thor, Jessica, and Soundwave will finish up here."

"Clint..." began Iron Man, about to suggest they stick as a team, but even he knew that Ultron needed to be stopped.

"Go!" shouted Hawkeye as he notched an explosive arrow in his bow. Looking at each other for a moment, the heroes and their guest soon turned to a large enough hole and flew or leaped out to go fight Ultron in the Helicarrier. No sooner had the other Avengers left did the Iron Man armors begin to get their second wind. The Striker, Mark 7, and Mark 3 all stood up, the Silver Centurion, Mark 5, Mark 3, Mark 6, Shotgun and Stealth Armors pulling themselves out of the walls and direct their focus on the Avengers. Panther and Soundwave both looked at Hawkeye, not saying anything while Jessica just facepalmed.

"Yeah, I know," sighed Hawkeye as he took aim at the Mark 7, "I'm dumb."

* * *

 

**_SHIELD Helicarrier_ **

If Phil thought today was going to be easy, he was dead wrong, but if he was thankful for anything, it was that Skye was able to send out a distress call from her phone with the help of Fitz when Ultron first appeared. It wasn't really a question that Ultron would eventually notice the two agents if he hadn't already, but that didn't really mean Coulson wouldn't try to distract the machine. Pulling his right fist back, the new director tried punching the Android, but the machine merely caught his fist in his metallic hand. Trying his luck with his left, Coulson was met by the same result from Ultron. He was never really one for combat, as Coulson was forced to his knees when Ultron began bending his hands back, causing Phil to groan in discomfort while the robot barely did anything.

"I won't tell you a thing." stated Coulson, trying desperately to put up some form of resistance against Ultron.

 _"As I said,"_ recalled Ultron,  _"You're compliance is unnecessary."_  And to prove his point, Ultron's chest panel opened up and three cables snaked out, tiny glowing red tendrils flailed at the ends of each cable.  _"Scanning and replicating the Human mind was the first thing I ever learned."_

Coulson watched in mounting fear as the cables drew closer before they latched onto his head. An agonized scream erupted from his mouth as Ultron he could feel Ultron forcefully enter his mind and search for the codes. However, it would seem that some one would be brave enough to stand up against the rogue machine.

"No!" shouted Skye as she sprung out from her hiding, much to the dismay of Fitz as he tried grabbing her. Running up the stairs to the second level, Skye grabbed a loose pipe and ran right at Ultron. Looking behind him, Ultron was met by a steel rebar to his chassis. Skye was furiously beating the metal rod against the Android, but nothing she did seemed to damage him. After a few more strikes, Ultron caught the rod and ripped it away from Skye's hands.

 _"Your attempt was flawed."_ stated Ultron as he fired a low powered beam at Skye, blasting her in the chest and sending her sliding across the floor. When she came to a stop, Skye let out a pained sigh as she lost consciousness. But with another disruption dealt with, Ultron was not in the clear yet as the cables that were connected to Coulson's mind were suddenly severed when a yellow streak of energy cut them. Looking up, Ultron was met by a wide Unibeam, forcing him to create a large shield to defend himself. When the beam subsided, Ultron was about to shoot the two annoyances when Carol suddenly appeared in front of him and took the shot. Energy flowed through her body, washing over her like a river as she glared at the robot.

"Gonna enjoy this, robot," stated a deep voice, turning around, Ultron was plucked off the ground by Hulk who was sending daggers into the robot's optical sensors, "THIS IS FOR NICK!" Pulling his fist back and sent a blow so hard that Ultron went flying across the entire bridge, but just before the fist made contact, Ultron was able to raise his shield and take the blow for him. Landing in a crouch on the wall of the doorway into the bridge, Ultron looked up at the heroes.

 _"I cannot be defeated, monster,"_ stated Ultron as he disengaged his shield and floated gracefully down to the floor, keeping each hero in his view, from Carol and Iron Man hovering in the air, to Hulk who was glaring holes into him, and finally to Crosshairs and Wasp who were on the ground and were making sure that Skye and Coulson were somewhat uninjured, the latter just conscious while the former completely out,  _"but I do not expect you to understand that."_  However, Hulk let out a sneer as he stalked towards Ultron.

"Blondie may have beaten you into scrap before me," stated Hulk as he slammed his fist into his palm, cracking his knuckles, "but I'm gonna smash you till there's nothing left."

 _"No, you will not."_ corrected the android, not at all intimidated by Hulk's huge form and notorious strength. The jade giant let out an angered snarl as he raised both his fists into the air, ready to bring them down onto the robot, but before he could move, Ultron raised his hand and a sudden siphon of energy erupted. It didn't take a genius to know that the Hulk gained his ridiculous strength and power from his anger, but it was all thanks to Gamma Energy. When the accident occurred that turned Bruce into the Hulk, it had one more side effect other than the ability to transform into the Hulk; he could actually generate Gamma Energy. It would also help explain why the Hulk ate as much as he did. With a jacked up metabolism, Hulk needed to eat a lot just to keep himself going, so basically, he was a walking Gamma Reactor, and he would often need fuel. This made Hulk's Gamma radiation incredibly valuable to him, but this would also be a down side which was going to be proven right now.

Ultron was draining Hulk of his Gamma radiation, the energy needed for Bruce to transform into the Hulk, and right now, both of them were feeling the drain of power. "SMASH! YOU!" cried out Hulk as he tried to keep himself up but was losing strength rapidly and already, it could be plainly seen as the Avengers jolly green giant was shrinking in size, his green skin changing color and his pants become several sizes too big. In a matter of seconds, Ultron had reduced the Hulk to his counterpart, Bruce Banner, a scrawny radiation scientist.

With Bruce at his mercy, which was nonexistent, Ultron powered up his repulsor, setting it to max charge as he prepared to desbatch with the deadliest man alive. But it would seem that fate was on Banner's side because both Carol and Iron Man flew up behind the scientist and attempted to crush the android under a dual blow. Thanks to his highly advanced reaction system, Ultron was able to raise his shield at the moment the two attacked. The two were pretty stunned to see Ultron hold them both off so easily, but this lapse in attention was all he needed to send a wide beam at the two. Carol was able to absorb the energy as quickly as it came while Tony was blasted off and parts of his armor came apart. The Mark 1 was thrown together in a cave and made just to hold together long enough to escape as quickly as possible so under a powerful attack, the iron plating came apart.

"Tony!' shouted Carol as she saw the inventor go down and crash beside Bruce who fell unconscious thanks to the energy siphon taking its toll, seeing the two down, Carol whipped around to glower at Ultron, "Even if you beat us, there are more Avengers coming to help."

 _"You are lying,"_ stated Ultron, calling Carol's bluff,  _"but it is inconsequential. I have what I need."_

Carol furrowed her eyebrows: what did Ultron want that was here? "What does he mean?" asked Wasp as she helped Maria Hill to her feet, the woman had regained consciousness a little while ago and helped move Phil out of the way, since he was still unconscious from the forced download.

"The codes!" gasped Maria as she spun around to look at the main monitor that hung just above the bridge as it activated, displaying the entire world on a green and black map with a grid behind the countries, "He's got SHIELD's missile codes!"

 _"Director Philip Coulson; security codes: accepted."_ spoke a computerized voice as dozens of small blue dots appeared across the map in several countries,  _"Nuclear Missile launch in progress."_

"The lunatic is firing a nuke!" shouted Crosshairs who was also looking at the screen in horror. Carol was so distracted by the revelation that she didn't even notice Ultron fly above her so he can hover right in the middle of the many screens that hung around the main one.

"No, not a missile," clarified Maria as she looked at the screen in the same mounting fear as the others, "all of them!" With that, the missiles all launched at the same moment and began making their way to various points across the planet. It was also the reason why Ultron took over the various locations and vehicles, to ensure that nothing can prevent his goal from being realized. While he would have taken over SWORD, the organization's firewalls prevented him from gaining access and the Cybertronian A.I. Teletraan 1 prevented him gaining access to the Knight Ship. While a small inconvenience it really did not matter.

 _"Humanity has failed as a species,"_ stated Ultron,  _"You have accomplished much with your limited capacity, but ultimately you were all too greedy and frail to ever last in the environment you have created. Soon the Earth will no longer be habitable for any biological organism. Man, woman, child, plant animal, fungus, or bacteria. All life will cease to exist. While Cybertronias are similar to humans, they lack the single unity that needs to be met in order to achieve order on their world. Which is why I shall go to Cybertron and create the same order as Earth will have, once I have achieved my goal. This is not a threat. There is nothing you can do to stop. The process has already begun."_

No one needed to say anything to know what to do when they heard Ultron monologue. Raising their respective weapons, Maria grabbing Coulson's dropped sidearm, every single one of them open fired on Ultron, Wasp firing her stings, Crosshairs with his Plasma SMGs, Iron Man firing his Repulsors, Carol with her Energon bolts, and Maria Hill firing her sidearm. A combined attack would have left devastating results to the target, but the Android's shield was holding no matter what they did to it.  _"I receive no pleasure in this,"_ informed Ultron as he kept his back to the heroes, hands folded behind him,  _"It is simply the only solution. There must be peace and order. The end of life on Earth will ensure that. Goodbye."_

* * *

 

**_Avengers Mansion_ **

Hawkeye had made a few bad calls in his life, and he won't deny that, but right now, sending the Hulk, Wasp, Crosshairs, Carol, and Iron Man was probably one of the worst ideas he had to date. Inside the destroyed and burning Assembly Hall the Avengers and their allies that had stayed at the Mansion were barely holding up against Ultron's assault from the taken over suits of armor. Warpath had destroyed the Shotgun Armor while Black Panther had taken out the Mark 3 and Soundwave had destroyed the mark 10, but that still left several more suits to deal with. But right now, everything seemed like this was marking the end. Each of the heroes was knocked down, exhausted, Jessica was out of ammo and Warpath had taken one too many hits and was losing Energon rapidly.

Hawkeye looked up as the Stealth, Striker, Silver Centurion, and Mark 7 hovered over them, each of their Repulsors raised creating an eerie red glow through the destroyed room. But before any of the suits could fire, a massive barrage of blue Energon bolts struck the Armors dead center in the Arc Reactor. With the power source ruptured, the hovering suits exploded sending debris flying. Looking behind them, where the shots came from, Jessica, Hawkeye, Jazz, and Warpath were all shocked to see Nova Prime, outfitted in Hyper Mode standing with his rifle raised. His glowing blue optics pierced through the darkness and gave them a sense of hope.

"No way!" breathed Hawkeye, seeing the kid in the flesh. Though the pleasantries and an explanation would come later, because right now, Nova had a score to settle.

"Where. Is. Ultron?" demanded Nova Prime, lowering his rifle to address the heroes.

* * *

 

**_Helicarrier_ **

Back in the Helicarrier the Avengers were still trying to break through Ultron's shield, but no matter what they did, the shield withstood their attacks. In battle, Iron Man would often try unorthodox methods to beat his enemies and win a fight and right now, he was trying one of those tactics by smashing his fists against the shield. Carol decided to follow Stark's lead and began punching the shield as well but neither of them, even with Carol's enhanced strength, could break through the shield. Nearly five minutes had been wasted trying to beat the shield down and the Avengers have made almost no progress, but perhaps they did because after a simultaneous attack by both Iron Man and Carol had Ultron turning his head 180 degrees to fire a beam of energy at both of them. Iron Man was just able to hold against the blast while Carol absorbed the energy.

"Tony!" shouted Wasp, seeing the Inventor take the hit with Carol, but his armor was able to hold against the blast, though greatly damaged and scorch in several areas. In retaliation for the shot, Tony threw a punch right at Ultron, but the robot merely caught his fist and ripped off the armor right up to the shoulder.

"We have to do something!" shouted Wasp as she, Maria, and Crosshairs all fired at Ultron. Maria had thrown a grenade into the attack as a hope to somehow damage Ultron, despite everything failing.

"No really?!" snapped Maria as the grenade exploded on impact with the shield. But like before, there was no improvement from their previous stand point. When the smoke cleared, Ultron fired a wide blast at the three, sending each of them flying, Crosshairs off the bridge and to the lower level where he groaned before falling into emergency stasis while Wasp and Maria were knocked out and lying prone on the bridge deck.

"NO!" shouted Carol, seeing her friends fall. Iron Man had also seen what happened to them and was equally shocked and angered by this but his distraction cost him as Ultron grabbed a hold of his helmet and tore off it. He then grabbed a chunk of the chest armor and ripped it off too before he threw Tony to the ground. Carol was now the only one still standing, having watched as each of Nick's family was defeated. Anger swelled in Carol as she spun around and charged right at Ultron, smashing her fist into the shield, creating a large shockwave from the impact but the shield was still holding. Blow after blow was in vain as the shield Ultron had would not fall.

 _"Your efforts are impressive,"_ taunted Ultron as he lowered the shield and grabbed Carol by her throat and threw her to the ground. Her impact left a small crater as her clothing was torn even more. Carol groaned in strain as she looked up and saw Ultron standing over her, right gauntlet pointed right at her head,  _"but futile in the end."_

Carol felt some tears in her eyes, after everything that happened, Nick was gone, the Avengers were beaten, and now the world was ending? Was this really the future that was destined for both her and Nick? Carol felt a single tear fall, distraught that she wasn't able to help save the Earth for Nick, that she failed his team and family, and now the world was going to end. But it seemed like she may not have failed entirely because a loud crash was heard. Ultron looked up and saw a massive white and gold figure smash through the window and land right in front of him, but this was impossible, this entity was destroyed, but here he was, Nova Prime in the flesh.

Charging right at Ultron, Nova punched him with all his might and sent the robot flying through the air where an electrified hammer crashed into him and went through the floor to the second level. "Ultron!" shouted Nova as he hovered in the air next to Thor whose hammer flew out of the smoke that was created when Ultron was smashed into the floor, "We would like to speak with you." Behind the two, exiting a hovering Quinjet was Hawkeye, Ant-Man, Black Panther, Jazz, Soundwave, and Jessica. As much as Warpath wanted to come, he was too injured to do any real help so begrudgingly, he stayed behind to let Ratchet look after him.

"N-Nick?!" gasped Carol as she shot to her feet. Nova's body glowed as he shrunk down and landed in front of Carol. Reaching for his helmet, the Prime took off the metal headwear and looked blonde agent in the eyes. A sad but gracious smile was on Nick's lips as he looked at the woman he loves. Tears of joy welled in Carol's eyes as she couldn't contain herself and threw her arms around Nick, in a semi uncontrolled hug, trying to see if this was some sick joke or if he was really here.

 _"Error,"_ stammered Ultron (can an Android stammer), his chest had a massive dent in in the shape of Thor's hammer while Ultron's head was curved to the right thanks to the blow Nova dealt,  _"Contradicting data; the entity known as Nova Prime aka Nicholas Prince was disintegrated,"_ Both teens broke out of their embrace to look at Ultron who was self-repairing the damages he sustained. The dent in his chest plate returned to its normal state while his head warped to the original form,  _"Solution: resolve contradiction."_

Ultron fired a wide ray at Nick, the same beam he used to nearly destroy him in the first place, but this time, his head was clear and focused and the Prime was not going to make the same stupid mistake he made last time. Throwing his helmet on, Nick raised his right hand and the beam impacted against the armored appendage, but unlike other shots that were fired, the beam was stopped right in his palm. Flying into the air, Ultron continued the beam, blasting Nick was as much power as his systems would allow. The Avengers watched in awe as Nick stopped the beam with his hand, but the surprises didn't stop as Nick fired his own beam of Energon at Ultron, pushing the Android's blast back in a war of red and blue blasts.

While Ultron was being preoccupied, Soundwave had joined Tony and Maria Hill by the controls to find some way to stop the missiles. "Can you recall the missiles?" asked Tony as he threw off the destroyed remains of the Mark 1 suit so he could work without hindrance.

"Normally, yeah," admitted Maria as she began typing away at the console, but without Phil's authorization, she couldn't get in, "but I can't get in without Coulson's password."

A soft tap was felt on her shoulder and Maria spun around to see the mirror-like visor of Soundwave's face. He made a small gesture, asking if he may have a look. Raising an eyebrow, Maria stepped aside to let the Surveillance Officer connect to SHIELD's computer systems, but she had her doubts. Ever since Soundwave was admitted into SHIELD, they had taken the precaution to upgrade the firewalls and security of the organization's computer system because even though Soundwave said he renounced himself as a Decepticon, they didn't want to take any chances. But in less than twenty seconds, Soundwave was in.

Turning to the inventor, Soundwave displayed a clip art of a missile then a detonation of the fuel cell but not the warhead. It didn't take a genius to know what Soundwave was talking about and Tony turned to Maria for the answer.

"Would it be possible to detonate the missile without setting off the warhead?" asked the inventor, a sense of hope in his voice.

"Yeah, but we were completely locked out of our systems before...before..." Maria trailed off as she looked up at the monitor displaying a countdown to when the missiles would reach their targets and explode. A wave of dread washed over her face as she realized that even though Soundwave was in the system, Ultron had set up dozens of firewalls to prevent anyone from disarming them, "This is it, isn't it?"

 **"No,"** said Soundwave, drawing Maria's attention,  **"this is not the end."**

"Soundwave's right," agreed Tony, standing beside the hacker with a confident expression, "Ultron locked you out, we unlock you. That's what the Avengers do, we save the world." And save the world they would, or die trying as each Avenger was throwing everything they had at Ultron.

Wasp and Crosshairs had regained consciousness and were firing a wide spread of stingers and bolts at the robot, followed by a united barrage from Nick, Carol, Jazz, Thor, Hawkeye, Black Panther, and Jessica. All of them firing either lightning, Energon Blasts, arrows, Vibranium Daggers, or energy bolts, it didn't matter as long as they fired at Ultron. The explosive created a resounding thud and violent fireball, but even then, Ultron's shields held. It seemed they would need a little more firepower. Nick transformed back into Nova Prime and took out his Decepticon Hunter and extended his long sword. But Ultron wasn't the only one who had fancy weapons.

From Ultron's shoulders, twin triangular barreled Gatling Guns emerged and opened fire on the Avengers. Maria, Tony, and Soundwave ducked down underneath the table where they were trying to safely detonate the fuel cells of the missiles. Black Panther, Jazz, Crosshairs, Hawkeye, and Jessica dove to the sides of the bridge for cover while Carol, Nova, and Thor tanked the bolts as they came. Wasp meanwhile was using her small size and dodging the shots as they came.

"Hey! You're not supposed to have guns!" shouted Wasp indignantly as she immediately noticed that Ultron had firearms when Hank was a straight pacifist, "Hank didn't put those in you!"

 _"This chasis was designed by Henry Pym,"_ explained Ultron, before going into why he had fire arms,  _"and modified by Tony Stark."_

"If you want guns," said Nova as a small handle appeared from the middle of his jet pack, "I've got one right here for you." Pulling it out, a massive hand held Gatling Gun flipped out and locked into place underneath Nova's arm. The weapon had eight individual barrels, arranged in a circle and spun up as soon as it was ready. From the barrel, a massive barrage of Energon Bolts began pelting Ultron's shield. At first, it didn't seem like the attack was doing much until the shield began to flicker.

"I'm so glad you're back, Prime." said Hawkeye as he poked up from his cover and fired an Ultrasonic arrow at the failing shield. When the arrow made contact, the shield instantly failed and Ultron took a heavy blow from the Energon Bolts.

 _"Error: shielding offline."_ spoke Ultron as he suddenly fired a massive sonic wave at Hawkeye, blasting him back several yards. In the air, Ant-Man was riding a small ant, praying that Ultron was too distracted to notice him. In his hands was a small homemade laptop containing a program that would shutdown Ultron for good, but with the fire fight going on and Ultron far from being defeated, it was going to take a while for Hank to get his chance.

"Come on, come on!" begged Ant-Man, waiting as he watched Thor suddenly surprise attack Ultron, smashing his electrified hammer into Ultron's face. The blow severely dented Ultron's jaw, forcing the metal to bend in the completely wrong direction, but thanks to the repair unit, the damage was quickly undone. Energy began to build up around the Android's mouth and erupted in a massive beam that blasted Thor completely out of the Helicarrier. Too distracted with his current target, Ultron failed to detect Crosshairs and Black Panther who scaled part of the windshield of the bridge and jumped off to perform a double surprise attack.

Perching himself on Ultron's shoulder's, T'Challah slammed two daggers into the sides of the Android's head while Crosshairs grabbed onto an arm and planted a grenade right in the center of Ultron's back. But the reaction of energy from Ultron's laser and the Vibranium caused the ore to explode and sent Black Panther and Crosshairs flying where the crashed on the bridge. Like every other attempt to harm Ultron, he was still completely unscathed and hovered down to the ground slowly until he landed. However, one of the few remaining Avengers still standing put herself right in front of Ultron, hoping that the same programming still existed in him.

"Back off!" shouted Wasp as she put herself in the way of Ultron, a determined expression on her face, "You can't hurt me!"

If there was a time to look pretty foolish, Wasp would be the one as Ultron just reached out and grasped her roughly in his hand and brought her to his faceplate,  _"False; you are referring to the flaw in Ultron-5's programming. I am Ultron-6. The flaw has been corrected."_ A wave of fear washed over Jan's face, if Ultron didn't have that program that stopped him from attacking her, that means that he wouldn't be restrained from killing her.

"Ultron!" shouted Ant-Man, flying right beside Ultron, drawing his attention away from his love trapped in the robot's clutches. Turning to the new annoyance, Ultron fired a laser from his optical sensors, forcing Hank to retreat.

 _"Doctor Pym, just as illogical and weak as the rest of your species."_ sneered Ultron as he tried to blast Ant-Man, but the small scientist was able to dodge the laser thanks to the movements of the ant he was riding. He knew that Ultron couldn't ever be truly defeated, meaning that just destroying the body wouldn't work. He had to convince Ultron that what he was doing was wrong and that he was just as flawed as the rest of humanity, but in order to do that, he needed to get inside Ultron's CPU. Hank needed to get inside Ultron's head and he knew exactly where to go. Flying past the beam, Ant-Man flew right towards the mouth component of Ultron and disappeared inside.

"Hank!" cried out Jan as she saw the pacifist fly inside the murderous robot. Why would he do that?! She didn't quite get a lot of Hank's ideas, but this one was just stupid, they were trying to destroy Ultron, so if he was inside, he would get destroyed too! But she may not live to see that because Ultron directed his attention back to her when he lost track of Hank. Optical sensors still burning with energy, Ultron prepared to fire at Wasp, but out of nowhere, Nova Prime flew in and sliced Ultron's arm right off with his sword. With the limb severed, Wasp was able to wiggle her way out of its grip and to safety while Nova and Carol tag-teamed Ultron.

"You've caused enough damage, Ultron!" roared Nova as he slammed the butt of his Gatling Gun into Ultron's head, sending him flying towards Carol who punched him into the floor. While the damage did not look like much from the outside, Hank could plainly see that the interior mechanisms were severely damaged and were working over time to repair the blows received. But he couldn't focus on that right now, he needed to get to Ultron's CPU. Flying through several more components, Hank arrived at the Core Processing Unit.

It was a crystal shaped egg, suspended in the air by several cables. In all honesty, it was a marvel of engineering, but right now, it was the source of all the Avenger's problems and the reason several dozen nuclear missiles had been fired.

Outside Ultron's body, the robot was still fighting strong, even with one arm as he fought off both Carol and Nova Prime, the latter beginning far more difficult to deal with now compared to their initial fight. The one where Ultron failed to terminate Nova Prime. And Ultron does not tolerate failure. Powering up his repulsor, Ultron leaped at Nova Prime, intending to blast him point blank. Nova put his Gatler and Sword away, shrinking down to his human form so he could meet Ultron head on. Energon began to collect at Nick's fist and he charged at Ultron as well, both entities fists collided in a massive outward explosion, energy was sparking everywhere as Nick pushed with all his might against the Android.

 _"Why do you continue to fight me? You will never be my equal."_ demanded Ultron as he pushed Nick back with a pulse of energy. The Prime flew back a few yards but remained steadied as he charged right back and met Ultron's attack again.

"You're right, Ultron!" shouted Nick, as he dug into the power of the Matrix to give his abilities a massive boost.

_"I am."_

"I would never stoop low enough to ever be your equal!" with that, the Matrix's energy flared, Nick's entire body erupted in a brighter flash. A few yards away, Carol was watching in awe as Nick was over powering Ultron, but for all her amazement, she was also slightly annoyed that she wasn't able to do the same thing as Nick was. Being able to fight off Ultron by herself, she couldn't help that feeling, but it was minuscule compared to the relief and joy that she was feeling, knowing that Nick was still alive. A warmth seemed to build inside of her, and she didn't notice a white glow coming from her chest when Nick called upon the power of the Matrix. However, even if they defeated Ultron, they still needed to stop the missiles.

At the main console, Tony and Soundwave were putting all their computer skills to the test, furiously trying to find a way to get into the missiles control system, but it seemed Ultron did a better job of keeping them out than they thought. "Stark, Soundwave, we're running out of time!" shouted Maria as she fired her side at Ultron, giving the two techs the breathing room they needed to work.

"We got access to the missiles programming, but we can't send the detonation command!" snapped Tony as he tried several tricks to break into the system. Soundwave was not annoyed like Tony, being unable to send a command, but more impressed by how thorough Ultron had been to keep them out. He would even consider applauding the robot's care if he hadn't tried to kill Jessica several times. Since he did, Ultron was going down, "We have to override Ultron's control!"

"Can you two do that in three minutes?" asked Maria worriedly as she saw that command was being rejected dozens of times over. Soundwave and Tony glanced at each other for a second before returning to the screen, typing as quickly as they could. And they weren't the only ones trying to type in a new command.

Inside Ultron's CPU, Hank was just finishing his connection to Ultron's core, making sure to have the ant he was riding keep as steady as possible while he sent the information directly into Ultron's coding.  _"Upload in progress."_ informed the computer Hank had thrown together to upload the data he needed, but the upload did not go unnoticed.

 _"I am aware of your presence here,"_ said Ultron, addressing Hank,  _"You must know that if this body is destroyed I will simply upload into another."_

"I know." answered Hank as he continued typing on the laptop he built.

Back outside, Nick and Carol were beginning to tire and making mistakes. Ultron was able to land several blows to Nick, punching him into the floor before he grabbed Carol and threw her into a console. Before Ultron could fire, Thor came out of nowhere and smashed his hammer into Ultron's chest, staggering the machine. While he would have pressed the advantage, Ultron was quick on the recovery and punched Thor in the wrist, causing the Prince to cry out in pain. The impact also forced him to drop his hammer. Ultron landed a few more blows on Thor before grabbing the prince by his throat and forced him to his knees. Looking up, he saw Ultron's mouth glowing and widened his eyes for what was about to come, and he wasn't the only one who saw.

Pushing himself to his feet, Nick saw Thor at Ultron's mercy. He needed to act fast. Looking around wildly, Nick saw Thor's hammer, lying on the ground with the handle vertical. He really didn't have a lot of options at this point so he only prayed that he was worthy. Sprinting to the hammer, Nick slid towards it and grabbed the handle. Now in a kneeling position, Nick groaned in determination as he tried lifting the hammer. At first, Mjolnir didn't budge but then suddenly, something amazing happened.

 _"You cannot stop me, Asgardian."_ taunted Ultron as he prepared to fire when someone called out.

"ULTRON!" bellowed Nick as he charged right at Ultron and swung Thor's hammer right at his midsection. The impact sent the android flying across the room and into another set of consoles. Thor stood up and stared at Nick, specifically what was in his hand. It was his hammer! Nick was able to lift Mjolnir!

"Odin's beard! How?!" asked an astonished Thor as Nick handed his hammer back.

"Let's find out later." suggested Nick as he got ready to fight Ultron who was pulling himself out of the consoles he crashed into. Speaking of consoles, Tony and Soundwave were still fighting furiously to break Ultron's control, while Hank was performing the final touches of his plan.

 _"What do you hope to accomplish here?"_ asked Ultron, speaking about how Hank seemed so bent on uploading some data, _"No virus can stop me."_

"It's not a virus," clarified Hank as he glanced up at the CPU, "it's logic." Typing in the final commands, Ant-Man pressed enter on the laptop. From the information, the computer beeped in confirmation that the data had been uploaded.

"Goodbye, Ultron." said Hank as he bid farewell to his creation. A blinding flash erupted from the CPU, and Ant-Man was forced to shield his eyes.

Outside Ultron, Nick and Carol were pretty much the only ones physically fighting Ultron, Thor had taken a brutal hit to his head and was knocked out. Leaving only Wasp and the two teens to deal with Ultron while Soundwave and Tony finished up on their task. Carol was about to fire an Energon bolt at Ultron when he raised his gauntlet but stopped when she saw the Android begin to jerk slightly and the red optical sensors turned blue. Nick and Wasp also stopped when Ultron lowered his hand and his sensors powered down, leaving an inert body. But that still left one final problem, the missiles.

"Stark! Soundwave!" pleaded Maria as she saw they still hadn't sent the command and there was only ten seconds left.

"Come on! Come on!" gritted Tony as his fingers flew across the keys. Soundwave was trying everything to, pressing each key he knew in every combination to get through the firewall Ultron had set up. After eight more seconds, Soundwave pressed the enter key after one final command and the count down stopped. Across the planet, the nuclear missiles suddenly sputtered out as the engines cut then exploded, not detonating the warheads but thankfully disarmed them. The remains plunged into the ocean or river or whatever happened to be nearby when they detonated. Tony let out a sigh of relief while Soundwave straightened himself out like nothing had happened.

Looking at the remaining heroes, they saw Nick standing with them. Phil and Skye had regained consciousness. Bruce, Crosshairs, Jazz, Thor, Jessica, Hawkeye, Black Panther, and Wasp joined them while Fitz went over the programming to make sure this was some hoax. While the Avengers regrouped, Jan then noticed someone back with them, someone she hadn't during all the action.

"Nick!" squealed Wasp as she returned to normal size and threw her arms around the teen's neck. The Prime laughed in surprise but returned the embrace, "I thought you were gone!"

"I nearly was." admitted the Prime, but a soft cough drew his attention. Looking to his right, he saw Carol giving him a hard glare, as she placed her hands on her hips. Nick chuckled nervously as he released Jan in favor to speak with Carol.

"So, uh, I'm back." began Nick awkwardly.

"You nearly died and then you come back to life and all you have to say for is 'I'm back!'" snapped Carol as she glared at her boyfriend, "Nick you scared me to death when you went in head first like some gladiator!"

"I know and I'm sorry." apologized the Prime.

"Sorry won't do it this time, Nick. You owe me." stated the pilot, tapping him on his chest.

"How about we talk after we discuss what Hank had planned?" offered the Prime meekly. However, the fact that there was a plan sent a wave of confusion through Jazz, Crosshairs, and Hawkeye.

"Wait, there was a plan?" asked Hawkeye as he helped support Bruce who was still extremely weak from the gamma siphon. As if on que, Ant-Man emerged from Ultron's mouth and grew to normal size, having heard what Clint asked.

"During the fight at the mansion, I realized there was a flaw in Ultron's logic," the doctor explained as he gestured to Ultron, "Because his programming is based on the human mind he himself is as flawed as any of us. And therefore part of the problem. Ultron couldn't exist in his own imperative."

Wasp grinned as she saw Hank come back around to them, and he did something that was almost exactly what Nick had suggested. He didn't have to fight in the battles against the villains, he could help find ways to beat them without causing them too much injury.

"Hank you did it! You saved the world!" cheered Wasp as she caught Hank in a hug, "with science even!"

"It's because of him the world was in danger in the first place," pointed out Maria, "Ultron was his machine."

"Look, Maria-" began Tony, trying to dispell the situation, but was cut off by a surprising source.

"No," interrupted Hank, his once glad and satisfied expression turned to one of guilt, "she's right." Glumly, Ant-Man began to leave. Wasp and the others watched with sad expressions, not even able to fathom what was going on in his mind. Nick particularly felt bad for the scientist and his love. The guilt he was feeling that he may have indirectly caused the end of the world was immense. Like he did something so bad that he could never undo it.

That's when a painful reminder speared its way into Nick's heart. A sudden emotion of shame and regret filled Nick as he remembered what he did with Amora. He cheated on Carol, slept with another woman, and there was nothing he could do to change that. Carol noticed the downcast expression on Nick's face, her previous anger for scaring her so badly was replaced with concern. She didn't know why, but she all of a sudden felt depressed remorse and sadness.

"Nick?" asked the blonde as she went over to hug Nick's arm.

"I'm fine Carol, I just...I just need some time." Nick spoke softly as he pulled out of her grasp and began to leave as well. Carol watched as Nick go, her heart, though joyed to see Nick alive, felt like he had seen or done something he well and truly wished he hadn't. It was something that caused Nick to be ashamed. What happened to Nick when he was gone?

* * *

  ** _Nick's Home_**

Night had fallen when Nicholas Prince returned to his mansion. Opening the front door, Nick walked inside, though it felt alien to him like this wasn't truly his home. He was still wearing his armor and his helmet hung in his hand. Looking around, he continued to feel the guilt of what he had done with Amora.

"Welcome home, Master Prince." greeted a British accented voice. Looking forward, Nick saw a silver and gold plated Cybertronian. He had large blue optics, smooth frame while underneath several gears and motors worked. This was Nick's butler, Cogman. While it did seem a bit redundant to have a butler when you already have an a.i., Teletraan 1 was more for combat assistance, not household needs, so Nick enlisted the aid of Cogman. The small four-foot tall Cybertronian was Nick's caretaker and looked after his home when the Prime was away.

"Evening, Cogman." greeted Nick as he walked towards the small Cybertronian and handed him his helmet.

"I feared the worst when Teletraan 1 reported that you had suddenly vanished without a trace at the hands of Ultron." said Cogman as he followed Nick to the main room, specifically the bar.

"Cogman, can you cancel all meetings for the week. I need some time." requested the Prime as he approached the bar and grabbed a bottle of Scotch.

"I'm sorry, sir?" asked Cogman, though the Butler snatched the bottle from Nick's grasp when he saw it, "Sir, you can't drink. You are not of age yet."

"Cogman, I was saved by Amora and brought to some random dimmension with her." snapped the Prime. Leaving an obvious cliffhanger for the butler o figure out. A first, he looked like he didn't quite see the importance behind it, but after a few seconds seeing the depressed and deeply troubled look on the Prime's face did Cogman get his meaning.

"She didn't." breathed Cogman, understanding what Nick was talking about. The Prime didn't answer as he took the bottle back from his butler and took out a crystal glass. Before he poured the alcoholic liquor, Nick took off the Matrix of Leadership and placed it on the table, ignoring the shouts and orders from the Primes to stop and let hem talk about what happened. While pouring his drink, Nick sighed as he glanced over his shoulder at Cogman.

"Anyone comes by, I'm not home." requested Nick as he finished pouring his drink and picked it up.

"Very well, sir." agreed Cogman as he turned away and left the Prime to his drink. Watching him go, Nick raised the scotch to his lips and poured the liquid into his mouth, feeling the burn of the drink head down his throat. After finishing one glass, he poured another.

**_To Be Continued..._ **


	24. Forgetting Who We Are

**_Chapter 24: Forgetting Who We Are_ **

It had been an extremely lifeless week at the Avengers Mansion since Nick returned. Having gone home and pretty much vanished into thin air, the other Avengers are getting very worried for the teen. Chief among them was Carol. While she was not an actual Avenger, that still didn't stop her from worrying about Nick, ever since she last saw him, that expression he had on his face. Like someone had told him that he was a serial killer.

Jan had tried several times to go over to Nick's home, wanting to know if he was alright or if he needed anything. But each time, she was turned away by Nick's butler, Cogman, saying that Nick wished to be alone. But Jan would be nothing if not persistent. It got to the point where she had called the Avengers to talk about what might have happened to Nick when he was 'dead.' So a meeting was issued on Friday evening and Carol was also invited since Nick's state of mind was also her concern.

"I just don't understand what's wrong," sighed Jan as she sat in the living room of the Mansion, wearing casual clothing. Ideally, a lemon blouse with light blue jeans and black high heels. While it was not very attention grabbing, it was a fitting combination, "He won't tell us anything, and he hasn't left his mansion."

"Nick will tell us when he's ready." reassured Steve, as he was sitting in an armchair by the fire place. Around the living room, each Avenger, who was able to attend the meeting, had taken their own place. Carol was sitting in the middle of the couch with Jan on her right and Jazz on her left. Tony was standing by the mini bar with a drink in his hand while Thor stood beside him. Bumblebee was by the doorway with Hulk and Warpath. Ratchet was also present, mainly to assess all the information that was being provided and determine Nick's state of mind. T'Challah was standing behind the couch while Hawkeye was sitting in his own armchair adjacent from the one Steve was in.

"But what if he doesn't?" asked Carol, looking sharply at Steve, "Nick just bottles everything up and hides it all. Like he's afraid of what might happen if he lets out all his emotions."

"His fear for expressing himself is not unfounded, Carol," interjected Ratchet, gaining the attention of the gathered Avengers, "If his ancestry has taught him anything, it's that emotions can sometimes lead to dangerous outcomes." a wave of confusion spread across the room, but in all that mess, the doctor was able to single out Jan who had a somewhat understanding look in her eyes.

"Janet?" spoke Ratchet, causing the woman to jump slightly as she looked up, "Is there something that you know about Nick?"

Jan looked down for a moment, knowing exactly what Ratchet was talking about. It was when Nick told her about what happened with Megatronus and Solus Prime. How they were both in love, but Megatronus was manipulated and in his rage killed his love. Nick told her that he was afraid that the same thing might happen to him and he wouldn't be able to live with himself if he hurt Carol, or worse. After he had told her, the teen had asked her not to tell anyone else, if it was for fear of what might happen if the others found out, but that was before Nick locked himself in his own house and wouldn't speak to anyone. Now, she couldn't afford to keep that promise if it meant Nick was in some danger, so with a sad sigh, Jan explained.

"Nick is afraid of what might happen if he expresses his emotions," began the brunette woman, recalling every detail she could about their conversation, "one of Nick's ancestors, Megatronus had fallen in love with his best friend, Solus Prime. They were practically inseparable, looking out for one another, helping each whenever they needed, and just being there."

"Okay, so what does this have to do with Nick?" asked Hawkeye not quite understanding.

"It has everything to do with him," said Bumblebee, recalling the tragedy that was known by most Cybertronians, "You see, Megatronus was known to be a little unstable and sometimes unpredictable by the other Primes. But while he was a little unstable, there was no denying that he loved Solus. The two respected each other's abilities, Megatronus with his critical thinking and strategic knowledge and Solus with her ability to forge anything. But, as time went on, things became a little unstable in the Primes. Turns out Liege Maximo was influenced by Unicron into betraying the other Primes, but instead of doing it himself, he set up some sort of facade to make it look like Solus was having an affair with Prima."

"Megatronus, already having a short temper, accused Prima of trying to take Solus away from him, and Prime denied it. Things went from bad to worse as a fight broke out, one that resulted in Megatronus accidentally killing Solus Prime." when Bumblebee finished, there was a heavy silence in the air as the Avengers all pieced it together. Nick was afraid that the same might happen to him as Megatronus. Carol was especially surprised to hear that Nick cared so much about her, but despite his fear still went along with dating her.

"Nicholas is afraid of what could happen should a similar event occur." concluded T'Challa, resting his chin in his hands as he took a seat in a leather chair directly to the right of the couch where Carol, Jan, and Jazz were sitting.

"Okay, but Nick started a relationship with Carol months ago," pointed out Tony, not quite seeing how this all added up, "So what changed a week ago when Nick came back from the dead."

"Amora changed it." said a thick British accent. Everyone in the room all spun around to see Cogman standing in the doorway. The four foot tall Cybertron strolled into the room.

"Who are you and how did you get in here?" demanded Tony as he looked at the small Cybertronian.

"My name is Cogman, I am Nicholas Prince's butler at the Cybertronian Ambassador's Mansion." Cogman introduced himself bowing slightly as he stood at the center of the chairs so all eyes could be on him.

"What are you doing here?" asked Carol, having never met the butler that Nick had.

"To tell you why Nick has been so distant."

* * *

 

**_*Two Hours Earlier*_ **

Cogman was ashamed to see Nicholas in such a state. The Prime was currently standing at the living room window, staring blankly out in his backyard, wearing only a t-shirt, some boxers, and a robe. In his hand was an unfinished glass of water. Previous days, it would have been scotch or some other alcohol, but all the liquor in the mansion had been drunk by the Prime yesterday. It had also been a while since he last shaved so a small beard was forming on his jaw while heavy bags were under his eyes.

Cogman had just returned from answering the doorbell, it was Janet Van Dyne asking if Nick was alright. As the last time Cogman spoke with her, he told Jan that Nick wished to be undisturbed. But she tried to argue that he couldn't keep doing this, and he agreed with her, but Cogman had his request and was going to follow it, no matter how much he disliked it.

"Who was that?" asked Nick in a raspy voice, glancing over his shoulder.

"That was Ms. Van Dyne, requesting to see you, sir," answered Cogman as he approached the coffee table to clear it off empty shot glasses and other glasses used for liquor. Nick made some uninterruptable grunt in acknowledgment. "Also, you have had several unanswered voice messages from Ms. Danvers, asking if everything was alright as well."

That last sentence seemingly made Nick go ridged, but the Prime allowed himself to relax as he turned around to head towards the stairwell. Cogman watched him go, but felt compelled to ask, "Is everything alright, sir?"

Nick stopped on the stairs for a moment, a deep sigh echoing through the Mansion as he glanced over his shoulder, "No, nothing is right," with that, Nick continued his climb, but had one more request, "Cogman, I need you get my car ready."

"Planning to speak with the Avengers in person, sir?" asked Cogman, with a small ray of hope, but that hope was dashed to pieces when the Prime returned five minutes later wearing a dark navy jacket, a white dress shirt, gray pants, and a set of sunglasses.

"No, I plan to go out and get a drink." responded Nick as he walked past Cogman, taking the keys from his butler and getting into his car. In the back of the Prime's head, he could hear each of the Prime's telling him something, even his father trying to speak with him, but Nick just toned them out.

"Sir, you shouldn't drink and drive." cautioned Cogman as he poked his head through the window.

"Then it's a good thing this car comes with autopilot." remarked Nick as he started the engine, pulling out his garage and down the driveway. Cogman watched the Prime go, muttering some things about disregard for safety and neglecting his friends who were genuinely concerned about him. However, while it was his duty to follow the requests given to him, it was also Cogman's duty to look after the well being of his Lord, and right now, he was failing that obligation. If disobeying Nicholas's order and going to the Avengers to tell them what happened will result in him getting over his addiction, then so be it.

"Teletraan, I require a meeting at the Avengers Mansion," requested Cogman as he turned on his heel and walked inside the mansion, "tell them it is of up most importance."

 _"The Avengers have agreed to have a meeting regarding Nicholas's state of mind at approximately seven thirty, this evening."_ informed the A.I., causing Cogman to look up, it seemed that his friends were already on the ball about Nick.

* * *

 

**_*Present*_ **

A wave of surprise had washed through the team and the young woman in the room. Cogman had arrived not just ten minutes ago and he told them he'll tell everything that had happened to Nick last week. While they were a little annoyed that Cogman didn't come sooner, what mattered was that he came at all. Carol was particularly concerned about what Nick had experienced; if whatever caused him to become this reclusive must've been traumatic.

"What happened to Nick when he was, you know," began Jazz, the first one who was able to find his voice, "dead."

"I will get to that, but for the moment, we'll have to go back to when this all started," informed Cogman as he looked around the room, though the way he spoke, it was like he was slightly hesitant to do so, but after shutting his optics, taking a deep breath in and letting a sigh, he began to explain, "As you all are aware that three months ago, the Earth experienced the second Ice Age. Caused by Malekith the Accursed and the Casket of Ancient Winters. Iron Man, Thor, Black Panther, Bumblebee, and Master Prince traveled to Norway to confront Malekith and stop his goal to turn Earth into a new realm for the Dark Elves. Malekith was defeated, but the Casket was lost to Amora, Skurge, and Shockwave. And as some of you may know, while Iron Man, Thor, Black Panther, and Bumblebee were knocked unconscious by Amora, Nicholas managed to stay conscious and attempted to stop Amora from stealing the Casket.

He failed, but while he tried to stop Amora, bound and defenseless, she has a clear interest in teasing her prey. In this case, Amora gave Nicholas a kiss, but while she did leave after a moment, she also left something behind for Nicholas," that last sentence caused Jan and Carol to blush slightly while the male Avengers shifted uncomfortably. It took Cogman a second to realize what he just implied, "Not even remotely what I meant."

"So she kissed Prime," shrugged Warpath, though was still slightly disgusted about what Amora would have done, "it's a one and done." Carol spun around to glare at the rookie who shuffled uncomfortably in place while looking down slightly ashamed.

"If only," replied Cogman dryly, "but what I am referring to is the enchantment she left behind in Nicholas's subconscious."

"Wait, what enchantment?" asked Tony who wasn't present for the discussion about what caused Nick to become so aggressive. But for the ones who were, it was the first solid piece of evidence that something was definitely wrong with Nick.

"The aggression, bad attitude, sharpness, it all makes sense," gasped Carol in realization, "Nick wasn't stressed because of his new job; he was stressed because Amora was making him that way."

"Indeed, and with that stress came irrational actions and choices," confirmed the butler as he looked down slightly, mustering the courage to continue, "It was the build up of three months of continuous anger, anxiety, and headaches. Combined that with the Insecticon that attacked him the day Ultron attacked the Mansion, and Master Prince was a walking time bomb of rage." The Avengers all looked at each other, each one slightly blaming themselves for not seeing this sooner, or maybe they had and were blaming themselves for not saying anything. But among them, the worst was Carol, blaming herself for not seeing it sooner.

She didn't know how or what made her think that there was something wrong with Nick when he came back from Norway, but she knew somehow in some way, Nick wasn't all there. Like she could feel what he was feeling, but she put it off as being tired or training a bit too long, or whatever. But even knowing this, it still didn't explain what Amora wanted with Nick.

"But why did Amora do this?" asked Steve, looking genuinely concerned for their youngest teammate and greatest friend, "Amora tricked him into nearly killing himself, but why?"

"So Nicholas would be hers," answered Thor, grimly. The Avengers all looked at the Prince who had his eyes shut and head bowed, "Amora is nothing if not determined to make what she wants hers. And Nicholas, who may be this world's greatest warrior, was what she wanted most."

"And to an obsessive degree," added Cogman, getting to possibly the worst part of the story of why Nick was acting the way he was, "but that obsession is possibly the most disgusting prospect I have ever seen." It was Jan's turn to ask the question, her voice slightly shaky as she was desperately afraid of what Cogman was about to say.

"When Amora 'saved' Nick from Ultron, what did she do?" was the question. Cogman looked at the woman, then at the Avengers, and finally at Carol. His faceplate may not be the most expressive, but it didn't need to be in order to convey the sense of dread, pity, and despair. Though the butler needed a moment as he turned around on his heel to look at the fire, staring intently at it for a minute before Carol spoke up.

"Cogman, what did she do to Nick?" asked the blonde teenager, a feeling of need in her voice. Glancing over his shoulder, Cogman sighed as he turned around to face the Avengers once more.

"Once Amora had brought Nick to the realm she set up for them, she used a new enchantment to relieve Nicholas of all his stress, anger, and anxiety, replacing it with a sense of peace, bliss, and relaxation. She tricked Nicholas into thinking he was in the Allspark, and there, is where she did the foulest thing anyone could ever do in clear conscience," taking a breath, Cogman looked at Carol specifically, sending the most apologetic look anyone could ever hope to see. And, here, inside the Avengers Mansion, in front of nearly all his friends, Cogman told them Nick's traumatic experience, "Amora the Enchantress placed Nicholas under a spell and forcibly had intercourse with him."

* * *

 

**_*Hour and Thirty Minutes Earlier*_ **

Nick stopped his car just outside a small apartment building, in a run down part of New York. While any regular Ambassador would require an armed transport with escort vehicles in order to avoid being attacked by terrorists, Nick was hardly what you would call a regular Ambassador, and since he was more than able to take care of himself, he humbly denied the use of escorts. It also helped keep a low profile in the city, especially on stealth missions. But at the immediate moment, Nick was not on an Avengers mission, he was on his own for the goal of getting as drunk as possible, but even then it wouldn't be that great. Since he was a human/cybertronian hybrid, his Cybertronian DNA prevented him from dying of alcohol poisoning, plus add in the Matrix of Leadership, Nick could only get drunk just beyond coherent thought and actions. But this wouldn't stop the Prime from getting what he wanted.

His target was a small, partially run down bar called The Bar With No Name, a unique bar to say the least as it was actually the resting place of most of New York's super powered villains, and now Decepticons since they no longer had to hide in the shadows anymore. One of the reasons Nick came here, was not to arrest escaped criminals or take down Decepticons, he wanted to get a drink where he knew no one would recognize him, and if they did, they would try to fight him rather than take pictures and he would end up on the front page of the Daily Bugle. The last thing he needed was Jameson calling him a drunk and degrading the Avengers.

Getting out of his car, being sure to park it in a far corner of a nearby parking lot, Nick walked around to the trunk and opened it up. Typing in a few commands into his mobile vault, a large brick of money was dispensed. About twenty-five thousand dollars in hundreds to be precise. If Nick was going to drink here, he was going to make sure the villains were going to leave him alone.

A short walk later, and Nick was right at the door. Pushing it open, he took his sunglasses off to see the patrons of the bar, some of them he recognized immediately. Villains like the woman Whiplash, the mutant Whirlwind, a familiar face of Constrictor, and several others as well. There were also some villains manning the bar and back kitchen, namely Mysterio at the kitchen and a villain, wearing a yellow and brown costume with a green visor who went by the name of Shocker. But while there were humans, there were definitely some Decepticons.

Some of those cons included Barricade, sitting at the bar with a glass of Energon. This Decepticon was a bit bulky, but not too much to impair agility. His left arm had a six-barreled gun that circled the entire wrist. His right carried two pistons on his wrist. Both of his hands carried brass knuckles, but rather than the usual design of brass knuckles, these had a simple plate that had the words "PUNISH" on them. His circular head had four eyes instead of two and two of them glowed red whilst the others glowed blue. He had no visible mouth, but that soon rectified itself, when some plates moved to reveal a mouth. Near the back was a massive Decepticon, standing easily at nine feet was a very dangerous being. With six Heli blades attached to his back, thick arms, and piercing red eyes, there was no mistaking Blackout. Several other Decepticons included Groundpouder, a former fighter who was arrested after going on a rampage when he was disqualified for cheating in a match, a heavy weapons specialist named Demolisher, and several Vehicons.

And each villain and Decepticon was silently staring at the Prime who walked into the bar. The only noise was the sound of the radio and nearby tv showing a football game. No one said anything, as Nick walked in, his footsteps echoing through the bar as he headed for a corner stool and sat down. Each villain had some sort of glare directed at the teen, likely for helping the Avengers while the Decepticons just glared at him for his predecessor, Optimus Prime. For a minute no one said anything until Nick spoke up.

"Drinks on the house." said the Prime suddenly, catching the villains and Decepticons off guard, surprising especially Barricade who was watching Nick with his four red and blue optics. Glancing at Whiplash, the woman saw the Con's look and gestured his head to follow. The two got up when they saw the Prime reach over the counter and grab a bottle of Tequila and a glass.

"We don't serve your kind 'ere, kid." stated Shocker, in a Southern accent, as he took the glass from Nick when he saw him pick up the bottle and glass.

"You do if the price is right," retorted the teen in a scratchy voice as he reached for his pocket and took out the wad of cash, "a grand and I'm good to stay." Shocker seemed to eye the money in suspicion like this was some how some set up. No Avenger would be caught dead here, and if they were, was probably for some sort of surprise attack.

"And if you're worried about the Avengers or SHIELD, don't. I came alone and made sure that I wasn't followed or tracked." added Nick as he took the glass back from Shocker and popped the lid off.

"Yeah, but you're still a kid, shouldn't be drinking when you ain't of age." countered the villain, surprisingly taking the moral road. Nick gave him a blank look.

"Since when did you care about morals? If I recall, haven't you blasted Spider-Man, who is likely a teenager into a bus or whatever on a daily basis?" retorted Nick as he poured the alcoholic beverage into the glass, filling it up half way. However, despite this, Barricade and several Decepticons were skeptical about the teen and wanted a definite answer for what the pit he was doing here. Among the few Decepticons, Groundpounder also lumbered over, hunched over because the twelve-foot tall gorilla was far too large to comfortably fit inside, with Barricade and Whiplash, the woman taking a seat beside the Prime and Barricade on her left.

"Still don't explain why you're here, Prime." stated Groundpounder as he loomed over Nick, the Decepticon's shadow completely covering the teen. The Prime made no movement to show he was intimidated by the Decepticon, but he decided to humor them by answering the question.

"I'm here trying to forget my problems and memory by getting drunk." answered the Prime gruffly as he downed his glass before he began to pour another one. However, Whiplash just snorted in disbelief as she looked at the teen.

"Whatever happened couldn't have been as bad as you think," scoffed the woman as she took the Prime's drink from his hand and took a sip herself, "It's you heroes who think you have all the worst experiences."

"Let's have a contest then: who had the worst experience to date." challenged the Prime as he took the glass back and finished it off before he began to pour himself another shot.

"Let's see, I'm wanted for multiple murder charges, I have a daughter who I can't see, I can't even leave the country, and if I'm caught I will spend the rest of my life in jail." listed Whiplash, a sense of anger was detected when she mentioned her daughter. A lot has happened since she last saw her, and Leeann Foreman was trying to make do and find a way to be with her daughter. It was a bit tragic to hear, but to Nick, in his intoxicated state of mind did not really care and countered with his own experience, too buzzed to even care that he was telling a bunch of supervillains what happened.

"I was placed under mind control, nearly killed myself, abducted by an obsessive Asgardian witch, and then raped," there was a distinct silence in the bar as every villain looked at the Prime with different levels of shock and surprise, and surprisingly a little pity from Barricade, "I win." With that, Nick poured himself another shot but did not drink it immediately, just sat in place staring at the fluid in the glass blankly as he tried to forget what he did and what he experienced.

* * *

 

*** _Present*_**

Carol was...well...there were no words that come to mind immediately when she heard what Amora did to Nick. She was furious about what the witch did, promising herself that the second she saw that woman, she was going to beat the daylights out of her. And she was in good company because following that sense of rage was Hulk who was practically seething with fury, Jan who had her eyes narrowed and an infuriated expression on her face. The rest of the Avengers were also angered by what they heard but still kept a level head. Cogman, meanwhile, had bowed his head as he continued to explain how Nick came to his senses.

"The spell that Amora put him under while in that realm was designed to overload Nick's mind with a massive infusion of dopamine, making him feel an overwhelming sense of pleasure when he was with Amora. But the spell wasn't perfect and Nick was gradually remembering what happened and when this all started with that kiss," explained the butler, "After he broke free from the spell, he swore that he would never ever be with Amora and he left her realm, but he made a quick stop in the realm of the Prime's to pick up the Gatler which you all saw in the battle with Ultron before rejoining you all at the mansion then aboard the Helicarrier. The rest is, as they say, history."

Carol was angry with what happened, but she felt a huge pang of guilt in herself, she knew somehow something was wrong and she didn't stop Nick from doing what he did. Maybe if she had, then Nick wouldn't have been nearly killed and taken by Amora. But something confused her: if Nick was placed under mind control, why did he feel like he betrayed her trust?

"Wait, that doesn't really explain why Nick is avoiding me," spoke up the woman, bringing up a valid point, "Nick was forced against his will, so why does it seem like he is treating this like he cheated on me?"

"In Master Prince's mind, he subconsciously allowed this to happen," clarified the butler, before going into detail as to explain why, "Amora overloaded his mind with the sense of pleasure, essentially bringing out the male human's most base instinct: to reproduce. Nicholas believes that he willfully had sex with Amora, despite realizing that she placed him under a spell and blames himself, but also partially blames the Primes as well."

"How do you mean?" asked Bumblebee, not sure how Nick would blame the Primes for something that wasn't their fault.

"Yeah, how is this the Prime's fault?" Hawkeye agreed with the cop, he heard enough from Nick to know that the Primes were extremely powerful, but how did they have to do with this? The answer to that question was given by Ratchet, knowing just how Nick seemed to blame them for what happened.

"The Primes are essentially Nick's overseer's, carefully watching everything that happens to him because he is so young. Nick partially blames them for not seeing what Amora had done to him and thinks that they allowed this to happen," explained the doctor, shutting his optics, not even able to fathom what was going on inside the teen's mind, "but he also partially blames some of you for not confronting him about his change in behavior, granted the change was subtle compared to in battle and in civilian life."

Jan looked down in shame, she knew something was wrong, like an inkling in the back of her mind, and she wasn't the only one. Other Avengers like Ratchet, Jazz, Bumblebee, and Steve also partially berated themselves for what happened to Nick. But their self-loathing was nothing compared to what Carol was feeling. Her face was buried in her hands as she stifled a few sobs, some tears threatening to break but she tried to steel herself. However, the bad news just kept on coming.

"However, there is something more you should know," interrupted Cogman, bringing each of the heroes back to the present, "Since I am Nicholas's butler, I am charged with looking after his well being. Even if doing so requires me to do some questionable things, and not the morally wrong mind you. But I took the liberty of planting a small listening device into Nicholas's jacket. And there was an argument between him and a few of the other Primes..." That definitely caught the Avengers attention as their eyes widened in surprise: Nick and other Primes got into an argument?

"What were they arguing about?" asked Hawkeye, shifting in his chair, "And can you track him with that thing?"

"Unfortunately no," sighed Cogman, "Master Prince must've realized that I may attempt such things and has cloaked himself so that anyone would be unable to track him. But as if by fate, he forgot to check his clothing for bugs so we can hear what was said. But take my word for it, you will be definitely surprised to hear what Nicholas said." Taking out a small PDA, a replica to the ones Nick had made when he first arrived on Earth and had given one to Hulk as a sort of hope to convince Hulk to stay with the Avengers. After a moment, Cogman found the argument that transpired just an hour earlier.

* * *

 

**_*One Hour Earlier*_ **

It had been a very peaceful night, or about as peaceful as it can get with a single drunk teenage hero surrounded by several dozen known supervillains who had taken pity on the Prime from what they heard of his experience. If Nick was being honest, he found several of the villains to be half decent people outside the costume, even gaining the respect of Barricade, Whiplash, and Blackout who were taking the time to try and somehow improve the Prime's mood. But so far, the Prime had been about as depressed as anyone who was just raped. But, if there was one thing that seemed to make him feel better, it was booze. But as the drinks came and went, his mood also changed, slightly more pleasant, and soon, the four left the bar to take a seat in a booth.

"I want to thank you guys for not outright attacking me the second I walked in." thanked Nick as he raised his glass, the three villains followed suit.

"After what you been through, you could really use a drink." added Blackout, raising a mug of Energon to his lips and drank the fluid.

"Yeah, but what sucks about being me, is that you can only get drunk to a certain extent," slurred the teen, while he was definitely intoxicated, he was still sober enough to retain coherent thought, "Like, it's something with my biology, or maybe it's the Matrix, or maybe it's both. I don't know, I didn't come here think, I came here to try and get drunk." Whiplash and Barricade chuckled at that, snuggled up next to each other on their side of the booth. It didn't take a rocket scientist to put two and two together and guess they had a relationship going.

"You know, this is kinda like a setting for a joke," pointed out Barricade, realizing the situation they were in, "like one of those human jokes with three religious leaders or something."

"How about less joking and more drinking?" suggested Nick as he signaled Shocker for another round of drinks. The villain nodded and brought over a new round. Whiplash had a red wine, Barricade had a Cybertronian version of whiskey, Blackout with a Beer, and Nick with a shot of Scotch. When they each had their drink he raised a glass accordingly.

"To forgetting bad memories." offered the Prime, each villain raised their glass in a toast before taking a sip in unison. It was then Nick felt two familiar presences near the bar and approaching the entrance. These two were likely sent by his father, because for the last half hour, the Primes have been trying to get him to move and speak with his friends about what happened, but he ignored them and listened to what his body wanted, "You know what the second worst thing about being me is?"

"What?" asked Whiplash, giggling a little since the alcohol was now really starting to take effect, but it seemed like Nick really didn't need to say anything because the door to the bar suddenly banged open. The villains and Decepticons all spun around to the entrance but what they saw only caused the Decepticons to gasp in shock. Standing in the doorway was Optimus Prime, standing roughly ten feet, and beside him was Amalgamous Prime. A seven foot tall, gold painted Prime, but there was a little more to him.

Amalgamous was the first Cybertronian to possess a T-Cog, meaning he could transform. But unlike most transformers, he could take the shape of anything he imagined. So for this instance, he opted for a look similar to Optimus, not as tall or stoic in appearance as him, but more good-natured and jokester. He had this aura that seemed to radiate a good time, but the concerned and slightly stern expression was on his face.

"What sucks about me is that you're never truly alone," answered Nick as he turned to face the to oncoming Primes, "you two here to talk about my problem, then you're wasting your time."

"Nicholas, this is not the correct way to handle the situation." stated Optimus in an unwavering tone, his blue optics piercing through the dim lighting of the bar to stare at Nick. But the teen only snorted as he took a sip of his drink.

"Like you really know how to handle this kind of 'situation,'" retorted Nick as he glared at Optimus, "you had to deal with a war, I have to deal with the fact I was violated. Plus, Megatron wasn't some crazy, obsessive, stalker who was undressing you with his eyes every time you and he crossed paths."

"Nick, dude, just calm down a little," spoke up Amalgamous as he raised his hands in a placating gesture, he then noticed the bloodshot redness in the teen's eyes and looked at his drink, "how of those things have you had."

"I haven't passed out yet, so not enough." slurred Nick as he slid the glass across the table, but he then looked up at the two Primes and stood up, nearly falling over because of how drunk he was, "but you're only here because my dad sent you so that we can talk. If he really wanted to talk, he could have come here in person instead of sending you two."

"You know as well as I do that Primus cannot do anything just because he can." countered Optimus, however, Nick only scoffed.

"Didn't stop him from coming to Earth and knocking up my mom," retorted the teen as he glanced at both Primes, "but whats the point of being omnipotent and omnipresent if you can't even tell if your own son is being manipulated by an Asgardian witch to be her sex doll and furthermore, being unable to somehow stop him being raped!" Nick's voice was progressively getting louder.

"Nick, you know that there are certain rules that can't be broken." offered Amalgamous, trying to reason with the young Prime, but was met by sarcastic laughter.

"Since when did you really follow the rules? You're the Trickster Prime, Amalgamous; you bend the rules, that's what you do!" however, if it was Nick's alcohol drenched mind that was speaking, he didn't really know and was not ever going to be proud of himself for what he was going to say, "excluding my dad, out of all the Primes, I thought you might have noticed that something was wrong with how I was acting, and if you didn't there were nine others that could have noticed that something was off!"

"Nicholas, your father, and the other Primes have done nothing to warrant your anger." stated Optimus, but that was the wrong decision.

"But that's the entire point! You did nothing! You could have prevented what happened from happening! Vector could have warned me of what Amora was doing and don't bullshit me about the time and space thing, I'm not asking to find out if I become president of the Earth, or if I somehow become some sick warlord like Megatron, or there's like some giant civil war between all the heroes and Carol and I are on opposite sides of it! I just wanted a small heads up for what was happening, but I guess my issues aren't as important as your's!"

"Us!" cried out Amalgamous, "Nick, what did your father or we do!"

"Dad painted a giant target on the back of my head and mom's when he married, leaves without saying goodbye, gets her killed on the same day he comes back, takes me to some random dimension, I get threatened by Onyx, blown up, shot, set on fire, ass kicked, and straight up humiliated! And that was just the first week I met you all!" shouted Nick as began listing everything that has happened to him from the day his father came, but he wasn't done yet, "And once I've been 'trained,' you go and send me off back to Earth to deal with Unicron, Megatronus, SHIELD, Kang, the Kree, and Skrulls, and didn't even stop to think about what I thought of all this!"

"Nicholas, calm down." ordered Optimus, placing his hand on the teen's shoulder but the Prime pulled out of his grasp with an infuriated look.

"Yeah, Nick, what's your problem?" asked Amalgamous, but that was the question that sent the scarred, broken, and drunk young adult over the edge.

"YOU'RE MY PROBLEM!" bellowed Nick as he threw his hands into the air, "YOU, THE OTHER PRIME'S, AND MY DEADBEAT DAD HAVE ALWAYS BEEN MY PROBLEM! A PROBLEM THAT DUMPED ALL THEIR ISSUES ONTO ME SO THAT I WOULD HAVE TO DEAL WITH THEM ON A DAILY BASIS!" There was a heavy silence in the bar, each villain and Decepticon watched in shocked silence at what they heard and saw, but all the attention was on Nick. The teen was breathing heavily in anger, glaring at both Amalgamous and Optimus Prime. The red and blue Autobot leader shut his optics for a second, bowing his head while Amalgamous was just shocked at what the teen said.

Even in Nick's drunken state, he was still able to grasp what he just said. The anger melting away as a look of regret took place, "Optimus..." began Nick, sorrowfully, "I..." but the teen found no words. Slowly but surely, the Prime glowed blue before he faded from existence, leaving Amalgamous to stare at Nick in hurt before he too began to fade. "Am', please, I didn't..." But what was said couldn't be unsaid and the damage had been done. Amalgamous faded from view as well, leaving the teen to stare at nothing while the bar continued to listen silently.

Shuffling back to his seat, Nick sat down and buried his head in his arms, "I'm so sorry." said the broken teen though his words were muffled, could still be heard. Whiplash, Barricade, and Blackout looked at each other, all sharing the same look: the Prime wasn't angry at them, not really angry, but what happened definitely scared him.

* * *

 

**_*Present*_ **

A heavy silence filled the living room in Avengers Mansion, Jan and Carol were both shocked at what Nick had said. Others, like Tony, Clint, Steve, Thor, T'Challah, Ratchet, and Bumblebee only bowed their heads, slightly ashamed to hear the Prime act like this. They were the ones who gave him his big break, a second chance at life, and the power to help others. But that didn't mean he didn't bring up some valid points.

"I can't believe Nick would say that." breathed Jan, completely shocked and more concerned than ever about Nick.

"Which is why we need to find Nicholas as soon as possible," concluded Cogman, but he then felt the need to explain why Nick was acting this harshly to the Primes and his father, "but I couldn't help but somehow feel along the line Nicholas might actually have an outburst like this."

"What?" snapped Hulk as he glared at Cogman, the butler raising his hands in a placating gesture so he could explain.

"Allow me to elaborate. You see, Nick isn't actually angry, he is just more scared than anything." told Cogman as he walked around to stand beside Carol.

"I don't get it?" said Clint, unsure as to what the butler meant, "Nick seemed pretty angry to me."

"Yes, but underneath all that anger, the core of the fire is fear. And that fear was ignited by Amora when she took Nicholas," continued Cogman, "You see, Nicholas has always had the Prime's watching over him, guiding him in battle, providing him with the tools he needs to help defend the innocent and defend all of you. They gave him the power to be able to help others and no longer be helpless and watch as innocence suffer. Amora took all that away when she captured Master Prince."

"Even if she somehow took his powers, shouldn't the Primes have been able to contact him? Nick did say that the Primes can speak with him through the Matrix." pointed out Carol, which Cogman gave her a point towards.

"If she knew about that bond or not, Amora created a spell that would place Master Prince's mind in a sort of daze, essentially forcing him into a daydream. A dream that essentially disrupted his link to the Matrix and consequently, the Primes." clarified Cogman, letting the Avengers figure that Nick wasn't just hurting from being raped, he was hurting because of one major change.

"Nicholas was alone and powerless for the first time since his mother died." concluded T'Challah, knowing a feeling similar to the one Nick had endured when he stood by and watched his own father being beaten down by M'Baku the Manape.

"Nick's greatest fear is losing the thing he treasures most," stated Cogman as he looked down at Carol, the blonde looking up at him in slight confusion until it dawned on her. The reason he was feeling guilt was not that of failing his duty, but because he felt like he betrayed her by allowing what Amora did to him, "You, Miss Danvers. You are what Nicholas cares about the most in his life."

Carol didn't know what to say. She felt honored, pleased, ecstatic, or just sad that Nick wasn't here, but granted she knew he cared about her, from everything that he did for her. A swell of joy filled up in her being, Nick cared about her so much, but he was hurting himself because he felt like he failed her. The boy had saved her several times already from Shockwave, Fracture, The Leader and his Gamma Dome, Starscream (though she returned the favor for the last two), and risked almost everything standing up to Ultron, and asked for nothing in return. It seemed like it was her turn to save Nick, but this time, she had to save him from himself.

But then suddenly, a wave of emotions cascaded over Carol. Her expression went from overjoyed to panicked in seconds. Feelings of surprise, anger, sorrow, and pain washed over her body. Nick was in danger. Some how, she knew she was in danger. But while she felt these emotions, the Avengers saw only her facial expressions and were confused and concerned if something was wrong.

"Carol? Are you alright?" asked Jan, placing her hand on the teen's shoulder. The girl looked at Jan with a slightly panicked expression.

"Nick's in danger!" gasped Carol quietly.

"What?" asked Tony, confused even more than before, "I don't get it, how do you know that?"

"I don't know, I just feel it!" snapped Carol as she suddenly stood up and began to walk for the door, "Nick's in danger and he needs our help!"

"You said you felt that he was in danger," repeated Cogman, stopping Carol in the doorway. His tone suggested he knew something and from the way he glanced at Ratchet, it could be guessed that the doctor knew what was going on too, "like an array of emotions?" Carol turned around, slightly confused and suspicious of Cogman.

"How did you know that?" asked Carol sharply as she focused her attention on him with a critical look.

"Have you also been feeling slightly...'off?'" asked the butler as he approached the girl, "Sudden emotions appearing out of nowhere like they aren't yours? Or perhaps a sort of pull in your chest, a pull that leads to Nicholas?"

Surprised by the sudden interrogation, and even more so that he knew about the strange events that have been happening to her as of late. "What's happening, Cogman?" she questioned back.

Cogman took a step forward and stood in the doorway, looking at Carol with some sort of look, further confusing the blonde until he sighed, "Carol, though you may not be able to tell, I am grinning from ear to ear right now...It appears that Nicholas has found his one." While the sentence sent a wave of confusion through the Avengers, the Autobots were less so confused and more surprised and to be honest a little happy, "A little QET in the making."

"Guess it was gonna happen sooner or later." sighed Jazz as he stood up and stretched, "but if these two love birds are gonna be happy, we're gonna have to find papa bird."

"Just what the heck are you guys talking about?" demanded Stark as he put his glass down and looked at the Autobots. Each Autobot shared a look, Ratchet was more neutral, but there was a seemingly pleased glint in his optics. Jazz, Bumblebee, and Warpath were all grinning from ear to ear, or audio receptor to audio receptor. And Cogman, he was chuckling dastardly.

"Guess Master Prince never told you the Cybertronian version of the birds and the bees." snicked the butler, getting Jan and Carol to blush slightly while the male Avengers rolled their eyes. It was true, however, Nick never did explain how Cybertronians reproduced. Mainly because there was never a good moment to talk about his race and the entire topic was actually very complicated.

"We'll let Prime 'splain this to Carol and the others." snickered Warpath, already imagining that very awkward conversation.

"But we need to help him first." pointed out Carol, who was already meeting the end of her patience, everything with hearing Nick's argument, how he blames himself for several things, was genuinely scared about what happened, and how he is in danger right now, "So what are we still standing around here for, we need to go!"

"Yeah, but little problem," spoke up Hulk, for the first time since the discussion started, "Don't even know where he is." This was a valid point as Carol and the others looked down in realization, they had no idea where Nick was. He disabled his tracker, left his card at his mansion, and likely scrambled his life signal in order to be left alone. Their chances of finding him were about as good as dirt. But surprisingly, fate had its share of surprises because, without warning, the Mansion's alarms began going off.

 _"Alert, breach in the front entrance."_ spoke up Jarvis, and the Avengers didn't need any more encouragement because they all sprung from their places, Tony opening the elevator to the sub levels where he ran down to get his armor. The Autobots, plus Cogman, Hulk, Carol, Thor, and Jan (who just needed to shrink her size to be in costume) all sprinted to the front entrance while Clint, T'Challa, and Steve ran off to get their uniforms on. Carol flew down the corridors ahead of the Autobots, Wasp close behind her, but the blonde was much faster and was able to make it to the front entrance first. And what she found was definitely a sight she didn't think she would have thought to see this evening.

Standing in the front entrance with the doors blown off, Barricade and Whiplash were inside the mansion. On the Decepticon's left arm was the six barreled cannon, rotating around. Landing in front of the two, Carol assumed a stance, ready to fight the two if they wanted a fight. A few seconds later, the Autobots came storming in with Wasp leading them.

"Okay, who's dumb enough to attack us when we're in the middle of a seriously important meeting?" demanded Wasp as she flew down, to hover beside her friend while the other Autobots flanked them. Hulk, growled as he was about to charge in a punch the six foot tall Decepticon when surprisingly, the con disengaged his cannons while Whiplash dropped her whip and kicked it off to the side. The action left the heroes and Autobots a little surprised, Hulk a little annoyed that he wouldn't be getting a fight right now. However, still weary of even one Decepticon, the Autobots still kept their weapons trained on the Decepticon.

"We're not here to fight." said Barricade, not even fazed as Warpath aimed his brand new X-18 Scrapmaker right at him.

"We just came here to tell you that your friend was abducted." added Whiplash, her tone neutral, but conveyed some urgency.

"Yeah, I'll believe you when Hammer learns to get his own ideas." snorted Iron Man, who was hovering down to the floor, having heard what both villains had said. Not far behind the Armored Avenger on the arrival was, Captain America, Black Panther, and Hawkeye, each one ready to fight, but Panther and Cap were the only ones who dropped their stances but still remained attentive if this was some kind of trick.

"Believe what you want, Stark, but this is what we know and saw," rebuked Barricade as he then displayed the final moments of Nick's abduction from what he saw at the bar. With the help of a holographic screen projected from his optics, the Decepticon showed just what happened, "kid had enough to drink and was feeling low enough that he wanted to go home. Whoever hit him must've been following him and was waiting for the kid to come out and jump him." As Barricade spoke, the scenes played out, Nick nearly staggering out of the bar, but after a few paces, he was walking as if he was sober. He only made it half way across the street when he was suddenly hit by a blur of some kind. Both Carol and Jan gasped when they saw some blood trickle from his body when he came to a stop just across the street on the curb. The blur had stopped and taken the form of a large, seven and a half foot tall Cybertronian. The plating suggested that the vehicle mode was a tank, but the way it was arranged gave the appearance of some kind of Samurai. The plating was painted an army green along the back of the legs, across the shoulders and across the back, a clay orange armor belt went across the front of the legs, designed similar to tank treads. On the left hip was a six foot long katana, sheathed in a scabbard as the figure had his back to the bar, but the back of the helm could just be seen. It was similar in shape to a Kabuto, an ancient Japanese helmet normally worn by warriors or samurais

"Did you not try and stop the assailant?" demanded Thor, directing his attention away from the fight and onto the Decepticon and villainess.

"Even if we did make it out in time to stop this guy from taking the kid, we wouldn't have been able to do much given how much we drank before hand." pointed out Barricade.

"You seem pretty sober to me." retorted Jazz, his visor flipped down as he glared at the Decepticon, but the con had a response for that.

"If either of us were sober, we would have shot this place from a distance and drawn you out instead of breaking in here ourselves and giving you the advantage," countered Whiplash as she went over to collect her whip. Wrapping it up around her arm before placing it on her hip.

"Why are you helping us?" asked Captain America, stepping forward to the two convicts. For a brief moment, the two shared a look, sending some kind of invisible signal, and with a silent nod, they returned their attention to the Avengers.

"Because after everything that kid went through, he really doesn't deserve what Bludgeon has in store for him." replied Barricade. However, at the mention of the name, Ratchet let out a small groan, pinching the area between his eyes while Warpath cursed quietly.

"Who's Bludgeon?" asked Hawkeye, very confused as to who this con was and why he suddenly made all the Autobots react like this.

"Bludgeon is a mercenary," answered Cogman, a small sense of dread in his voice, "one of the most dangerous on record. He is a master martial artists, surviving the Great War without the use of firearms. He has a tendency when he hasn't been hired to seek out the greatest fighters and test their mettle against his. If they beat him, he would allow them to live, if they lost, they were never seen again."

"But Nick just left a bar if what Barricade showed us is true," recalled Bumblebee as he gestured to the hologram, the video continued on where Bludgeon slung Nick over his shoulder and walked through a Groundbridge Portal and vanished from sight, "Wouldn't that mean he would be drunk?"

"Doesn't matter if you're drunk, lame, old, young, pregnant, or blind," informed Barricade grimly, "if you're a capable fighter with a huge winning streak, he'll fight you and he doesn't care if you aren't in your prime. He'll kill you all the same."

Carol's eyes widened in horror. Nick was about to fight someone who was more than willing to kill and didn't care if he won only because of the state his opponent was in, "How much did Nick drink?" asked the blonde, not sure if she wanted the answer.

"His blood alcohol content was .29." answered Barricade bluntly.

"That is way above the legal limit!" gasped Wasp as she remembered one of the lessons she had from high school. Also, not just because it's illegal, that much alcohol consumed in such a short period of time could be fatal, however, her fear was partially relieved when Ratchet informed them all about his biology.

"Nick isn't your average human, he is a hybrid of Human and Cybertronian," explained the doctor before going into further detail, "his body can handle more alcohol than any other being. Plus the Matrix of Leadership, it stands to reason that Nicholas Prince can't die from alcohol poisoning, nor can he get intoxicated beyond a certain point of semi coherent thought."

"While this is all well and good, this still doesn't help us find Nick." pointed out Warpath, angrily, getting tired of standing around when Nick could be fighting for his life right about now.

"Miss Danvers can find him." said Cogman all of a sudden, causing everyone to look at the butler, but the Autobots all knew that the small Cybertronian was right.

"How?! I don't even know where Bludgeon even took him?!" demanded Carol, not because she didn't want to save Nick. On the contrary, she really truly wanted to go and rescue the teen, but if she knew where he was being held, the pilot would have left several minutes earlier and could have likely rescued Nick by now. However, dispute her outburst, Cogman was not fazed, if anything he had a bemused look in his optics.

"Miss Danvers, Master Prince hadn't the faintest idea where you were when you were captured by Starscream and Overlord," answered the butler plainly, causing Carol to gape at him, "The way he found you, and as cliche as this sounds, is that he followed where his heart told him to go. So just let yourself lead, feel the emotion and chase it to the source."

"Okay, stop, just everyone stop," cried out Iron Man, completely confused about what was going on, "I get that Carol and Nick have some kind of 'special bond' but are we really going to follow the advice from two bad guys?" The Armored Avenger gestured to where Barricade and Whiplash once stood, but when he turned to look at the two, both Decepticon and villain had vanished, "well that's just great."

"Look, we're wasting time!" snapped Carol as she turned to glare at Tony, "I'm going to find Nick, any of you who wants to help, try and keep up." with that, Carol flew out the front entrance and into he night sky. Following close behind was Jan and Thor while on the ground, Warpath, Bumblebee, and Jazz transformed into their vehicle modes. Hulk sprinted out of the mansion and leaped into the air, following closely behind.

"I'm going to!" shouted Cogman, "I brought my car!" running outside, he joined the chase.

"I'll prepare sick bay and the Groundbridge for an immediate return to base should Nicholas have received any injuries." spoke up Ratchet as he turned on his heel and ran back to the sub levels where the Groundbridge and sickbay lay. With those that left, only Hawkeye, Black Panther, Captain America, and Iron Man remained.

"Are we seriously taking the advice of a Decepticon and bad guy?" asked Iron Man. Hawkeye, Captain America, and Black Panther looked at each for a moment before looking back at the inventor.

"Sure looks that way." replied Hawkeye as he sprinted outside, "Gonna see if I can hitch a ride with Cogman!"

Iron Man shook his head while Cap placed his hand on his shoulder, "Every one of them is going out of their way to help Nick." chuckled the super soldier.

"Then perhaps we should do the same." suggested Black Panther as he also began to leave.

"When we get Prime back, I'm gonna kill him." swore Tony as he shot into the air, out of the mansion, and after the heroes all following Carol. The blonde didn't know where she was headed and she really didn't care. She was only following where her emotions led her, and right now, they were telling her she was on the right track.

* * *

 

**_Unknown Location_ **

Nick groaned in pain, he was having the worst day yet. Aside from the mind numbing ache in his brain, he was relatively unharmed. Sitting up, he blinked his eyes several times to clear them of any blurriness. Groggily, he stood up, though stumbled slightly, he was still clearly drunk but less so than he previously had been. Looking around, after taking a moment to steady himself against what he guessed was a tree, Nick saw that he was in some sort of forest and that night had fallen say twenty minutes ago. What happened and how did he get here?

"You're awake," said a strong voice. Looking around, the Prime stumbled slightly as he regained his bearings and began to remember his last moments before he blacked out. He was jumped by someone or something, "I guessed that you would have been out until dawn, but this just makes this more interesting." The voice spoke with a high-end undertone like he was an aristocrat of some kind.

"Wha-what do you want?" slurred Nick as he looked around some more. Suddenly a light thunk of something hitting the ground in front of him drew his attention. Looking at the source, it was Decepticon Hunter, though a different model than the one he was accustomed to. It was dark gray with light blue hews. It was an early model Decepticon Hunter, designed to generate only one weapon depending on how it was programmed. Picking it up, the Hunter reacted and formed a large mace. Though in reality, it looked more like someone had taken a double head ax, enlarged the blades and added two more to create a cross in the blades.

"I want you to prove your mettle," answered the voice, a light rush of air and another thump caused Nick to spin around to see his captor, standing several feet away, shrouded in the shadows of the trees, "and fight me."

"A little unfair since I'm drunk and you're not." pointed out Nick, though his attacker didn't respond and stepped into the moonlit night, revealing Bludgeon, "oh."

"You see, I do not care if you are able to fight or not. If say fight, then you fight me no matter what," stated Bludgeon as he unsheathed his katana, "now, ready yourself."

"Okay, but just let the record show," said Nick as his body glowed and transformed into Nova Prime. The Prime was taller than Bludgeon, having grown significantly since he first arrived. So instead of standing at seven feet, Nova Prime was now nearly ten feet, and that was without his gear. Taking the mace in his right hand, he swung it around to get a feel for it, but in his drunken state, Nova nearly hit himself with it, "You could have walked away without harm." the Prime's battle mask snapped shut and he readied his weapon.

Nova then charged right at Bludgeon, letting out a loud battle cry as he did so. After a few more paces, he swung in a downward diagonal slash at the mercenary. But the attack was not precise and could easily be avoided which Bludgeon just proved by ducking to the right and spinning around so he could slash Nova across the back. The attack packed enough of a punch to send the Prime flying forward where he landed on his stomach.

"You are as weak as I thought, child." sneered Bludgeon as he stood in place, waiting for the Prime to inevitably attack. Pushing himself to his feet, Nova groaned as he shook his head before glaring at the Decepticon.

"You attack those who can't fight back," stated Nova as he was back at full height, "that makes you the weak one." The mercenary frowned, his good mood gone but prepared himself none the less as Nova charged right back at him, the Prime swinging viciously at his captor, but each attack missed as Bludgeon expertly dodged them as they came.

 _'I can't beat him like this,'_ thought Nova as he continued to swing at the mercenary until he suddenly vanished from the Prime's sight, leaving him confused, or until a brutal upward slash across his back sent Nova tumbling through the air and back onto his stomach,  _'Dad...Look I'm sorry about what I said to you and the other Primes. I was just...I was...'_ The young Prime may be drunk, but even then, no amount of alcohol will ever impair his sense of morals.

 _'We understand, Nicholas,'_ soothed Primus, a warmth filled Nova's spark as he stood up, the feeling dulled the alcohol, but it would take time for it to be flushed out of his system,  _'You were scared, being completely alone for the first time since that day.'_

 _'I never meant to say those things.'_  thought Nova as he charged right back at Bludgeon, swinging his mace, but his attacks were still sloppy and allowed the mercenary to lean to the right just enough to allow an inch of space between him and the Prime. After the third or fourth attack, Bludgeon swung his leg out and sent Nova flying backward where he landed on his back and slid a few feet.

 _'We know, we just decided to let you cool off, but that was the wrong decision,'_  Optimus agreed with Primus,  _'But you do not have to worry. Your friends are on their way to your location as we speak.'_

_'How do they-'_

_'Are you honestly still in denial about this, kid?'_  demanded Onyx. At first, Nova didn't realize what they were talking about until it dawned on him and a big question for himself: how was he able to find Carol when Starscream and Overlord took her hostage? Sparkmates, when bonded, could track each other based on their emotions, similar to how they convey messages to one another, so the only way he had found Carol is if they were in the process of QET,  _'Thank Primus you finally figured it out!'_

The undeniable truth rocked Nova's world even more than the booze did. But their bond was something that could help them find him faster.  _'Please, just please, Carol. If you can hear this, just hurry!'_ begged Nova internally as he raised his mace once more and charged again, Bludgeon waiting for him with a sick grin on his silver faceplate.

* * *

 

**_With the Avengers_ **

The group had been flying for nearly ten minutes and they still had not found Nick, but Carol was nothing if not driven. She could feel that Nick was calling for her, like some sort of beacon. So she did what Cogman told her, he allowed her emotions to guide her. She didn't really know where they were right at the immediate time, but all she knew is was that Nick was waiting for them. However, it seemed like some sort of boost was awaiting her.

Wavering slightly in the air, Carol nearly gasped as she felt a new flood of emotions, forgiveness, joy, and need. It must've been Nick! He must know that they were coming and he was asking them to hurry. More than once had Carol flown ahead of the group, only to be called back when she got too far ahead of them. But now, hearing Nick's plea, she couldn't hold back anymore.

"Guy's, I think Nick is in the fight now!" informed Carol into the comm. she had been provided with by Iron Man after having caught up in the Quinjet. The Autobots could travel long distances without any problem, but it usually took time to do so. And Cogman was running low on gas, having forgotten to fill up the tank before he left. So all the Avengers, including Wasp who insisted she could fly on her own just fine, but lamented after being convinced by Bumblebee to take a break and rest in the Quinjet.

 _"Don't wait for us, go!"_ said Wasp into the comm. Without any second thoughts, Carol pushed herself as far as her body would go, shooting out ahead as the wind rushed past her. Nick needed her, now more than ever.

* * *

 

**_Forest Clearing_ **

Back in the clearing, the fight was looking worse and worse for Nova, having taken several blows that left long slashes across his frame. But the Prime pressed on, driven to ask for forgiveness from Carol, from Jan, from everyone he pushed away. He wanted to apologize for what he had done, and he would do it proudly. But first, he needed to survive his fight against Bludgeon.

Blocking a downward slash with the shaft of his mace, Nova staggered back under the blow, but still held up his guard to block a horizontal swing and a diagonal slash. The attack forced Nova to allow his mace to recoil back in one hand, but this just allowed him to get his retaliation ready. Swinging downward, the Prime almost got Bludgeon had he not jumped right over him so he was behind the Prime. Turning around, Nova was barely able to deflect the strike from the mercenary, stumbling back a few feet.

Looking back at his attacker, Nova raised his weapon again, this time holding onto it with both hands instead of one like he had been for the majority of the battle, so he could block Bludgeon's Katana. The mercenary pushed against the Prime, slowly but surely overpowering him since his prey had foolishly exhausted himself with his brash assault. After a hard thrust, Bludgeon swung his sword up at Nova, but the Prime was able to dodge the sword, jumping back into a crouch where he dug his fingers into the ground to slow himself.

"You're slower and weaker in every possible way," sneered Bludgeon as he glowered at Nova, "so how could ever hope to defeat me?" Taking his sword in both hands, Bludgeon shot forward in a blur. Somehow, he gained some sort of speed boost that allowed the Decepticon to move faster than before. It wasn't uncommon to hear of devices created by scientists that proved enhanced speed, strength, intangibility, or capable of stopping anything in motion and essentially freezing it. But whatever Bludgeon used, he definitely knew what he was doing because, despite getting to his feet, Nova couldn't raise his guard in time to block the mercenary's attack. And this loss definitely came in a very painful cost.

Agony shot through Nova's left arm, the Prime screaming out in pain as white Energon splattered through the night, glowing brightly as he fell back, still holding his mace. Beside him, his left forearm clattered to the ground, leaking Energon. The Prime groaned in pain as he applied pressure to the wound to stage the bleeding and allow it to coagulate.

"You may as well concede and spare yourself a painful death." suggested Bludgeon as he turned back to the Prime, remaining where he was standing over ten feet away. However, Nova gritted his denta as pushed himself to his knees, ignoring the shooting pain that the stump was emitting and steadied himself using his mace.

"Never," seethed the Prime as he stood tall before Bludgeon, drawing a surprised but amused grin from Bludgeon, "I will hold my ground no matter what happens."

"'Hold your ground,'" repeated Bludgeon like the Prime had lost his mind, "You can barely hold your weapon."

"Then come get me." demanded Nova, narrowing his optics as he readied his mace, swinging it back, but thanks to the weight of the weapon, he stumbled back to steps. Bludgeon just snorted and readied his own weapon.

"Don't you know you're wasting your time?" asked the merc rhetorically as he sprinted towards Nova, leaping into the air so he could land a jumping downward slash which he followed up with an upward strike. Both attacks struck Nova, but something confused him, how was he still alive? Either attack could have killed him, but he didn't question it as he raised his weapon and got ready for Bludgeon who began a merciless onslaught of slashes, strikes, and attacks.

With one good arm, drunk, and at a fraction of his full strength, Nova was holding his own against Bludgeon like a champ, blocking each attack as it came. Walking back to compensate for each one while also focusing as much as possible so his drunkenness wouldn't cost him his life. That's when it dawned on him, right after another slash from Bludgeon cut Nova across his chest, but the strike like the previous two didn't go as deep as they could have gone. Stumbling back further, he blocked low when the merc went in for an upward diagonal slash, but thanks to his strength, Bludgeon broke his defense and left Nova open to attack.

"DIE!" bellowed Bludgeon as he swung down, but for the first time in nearly million years, he missed when Nova leaped back, allowing the blade to miss his body by inches, "WHAT?!"

"My balance was already shot thanks to the alcohol, that was my mistake," pointed out Nova as he steadied himself, "but without an arm, my balance is completely off, so good luck predicting my moves." Scowling angrily at Nova, Bludgeon charged right at the Prime, swinging twice at him, but missed each time as the young Autobot dodge each attack. Swinging down, Nova dodged another attack by stumbling to the left before bouncing back to the right to avoid two more slashes. It was now a role reversal with Nova being the one who couldn't be hit. Each miss clearly annoyed Bludgeon as his attacks became more infuriated and less coordinated. After a few more dodges, Nova leaped back out of his range.

"You cannot avoid me forever, Prime!" shouted Bludgeon, "I only need to fight you in order to read your movements!"

"Like I would allow you." retorted Nova, the power of the Matrix spiked inside him, with his new found drive, one to return home to his friends, to the woman he loves, he found a way to restore the diminished power of the Matrix. And that power was going to allow Nova a good sense of retribution, "But do you know what humans say about payback?"

"What is that?" demanded Bludgeon as he readied his sword, but thanks to the darkness of the night, he was momentarily blinded when Nova's body became enveloped in energy. Mystical blue power flowed over Nova Prime's body, starting from the center of his chest, going out to the rest of his body in a dazzling display.

"They say 'Payback's a bitch.'" informed Nova as he readied his mace, able to flip in his hand incredibly easy compared to the first time when he nearly hit himself, "now have your fill."

In a burst of speed, Nova sprinted forward faster than Bludgeon could react and landed a massive blow across Bludgeon chest. The strike caused him to stumble back, but Nova wasn't done yet as he sprinted right back and swung underneath his legs, sweeping him off the ground before smashing the mace into his back, sending the Decepticon flying into the air. Running around to meet him, Nova bashed his weapon into his stomach, completely reversing the direction Bludgeon was heading. He did this again, running back so he could slam the con into the dirt.

The fight was definitely and throw down, and in a turn of brilliance, Nova adopted the strategy of performing hit and run attacks instead of the frontal assault he originally went with. And so far, he was putting it to incredible use, keeping out of Bludgeon's line of sight and attacking only when he knew he would be exposed. While his injuries more extensive, Nova was completely destroyed Bludgeon, reducing the Decepticon's once shining armor to a scratched, dented, and broken frame.

After a few more strikes, Nova slammed Bludgeon into a tree, the Decepticon crying out in pain, having not felt this much in so long, he was completely shocked to see himself in such a state. Looking up in pure hatred, he saw Nova standing fifteen feet away, the mace in his right hand while Energon continued to bleed out from his arm. "What are you waiting for?" asked Bludgeon, "finish it."

"No, I will not strike you down," replied Nova without any hesitation, "I will not stoop to your level."

"Even with all that power, you are still weak." spat Bludgeon as he shot to his feet and charged right at Nova, but the Prime made no movement as he sensed someone was nearby, someone who he had been waiting for some time. Out of the sky, a golden beam shot the ground in front of Bludgeon, blasting him back where he was blown back the way he came and this time, he smashed right through the tree. Looking up, Nova saw a golden light fly down, taking the shape of a familiar girl.

"Nick, I'm so glad you're..." Carol flew right in front of Nova but trailed off when she saw the glow of his body began to fade, but not the glow of Energon that continued to seep from his missing limb. Slowly, but surely, Nova began to sway, gently at first till he fell onto his back, dropping his mace.

"NICK!" cried out Carol as she flew down to the Prime, checking his injury while contacting Ratchet, demanding to open the Groundbridge.

* * *

 

**_Six Hours Later, Avengers Mansion, Sickbay_ **

Nick was completely out of it, lying prone on a medical bed in the Avenger's sick bay. His left arm was held in a specially designed apparatus that was repairing the connective tissue that was severed by Bludgeon when he sliced off Nick's arm. For Cybertronians, losing a limb was not such a big issue, considering that inorganic can last much much longer than organic beings, meaning that losing a limb could be replaced practically days after the loss, but even then, it didn't matter to Carol who was almost by Nick's side the entire time he had been brought back to the Mansion.

The blonde woman was currently sitting by his bed, resting her head on his right side since the left was occupied by the apparatus. Off to the side was Jan, Jazz, Bumblebee, and the rest of the Avengers were waiting nearby silently. It had been possibly one of the most stressful nights they had experienced to date. Each hero waiting patiently for any sign of Nick waking up. And after six hours of rest, there was the first sign of waking up.

A soft groan escaped Nick's lips, while quiet, didn't get past the attentive hearing of Carol and Jan. "Nick?" spoke his girlfriend, softly as to not disturb him too much.

"Carol?" responded the Prime, groggily as he rasied his right hand to his head to massage his temple but was caught off guard when she moved up pull him into a careful, but compassionate hug.

"Don't you ever scare me like that again," ordered Carol, her face buried into his shoulder as some tears began to fall, "I can't lose you again."

"You won't, Carol. I am so sorry." spoke Nick in a comforting tone. Looking over at the other Avengers, seeing their faces, all of which conveyed a knowing look, meaning that Ratchet had done the deed and explained to them what a Cybertronian relationship is. All except Carol. The honor of explaining what it is belongs to the Prime.

"You gave us a good scare, Nick." said Tony, holding his helmet under his arm. Nick tried to sit up, but felt a weight on his arm. Looking over, he saw the apparatus and remembered what Bludgeon had done.

"Bludgeon, what happened to-" began Nick, but Cap was quick to raise his hand to get him to listen for a moment.

"Carol arrived first where you two were fighting. We saw the fight from your memory banks, you put up one heck of a challenge." complimented the super soldier. Nick sighed as he laid back in the bed, glad to hear that the merc was behind bars. Carol, having not let go of Nick, finally pulled away from him to give the Avengers a somewhat requesting look. And that was all it took to convince them to give the couple a moment of peace.

"We'll be nearby if you need anything." added Jan, patting Nick on the shoulder before leaving with the others. Nick and Carol watched them go and as soon as they were gone, Carol turned to look at Nick, a somewhat infuriated and hurt glare bore into Nick's soul. The Prime shifted uncomfortably in the bed, before making a quick request to the Primes.

_'Uh...Dad...could possibly-"_

_'Prevent all the sound from leaving the room so that the Avengers don't come running in when they hear Carol screaming at you for nearly dying, coming back from the grave, then avoiding her, getting drunk, and then nearly getting killed again?'_

_'...yeah.'_

_'It's been done.'_

So after mustering up the courage to look Carol in the eyes, meeting her angered glare, complete with glowing eyes, he spoke to her, "Carol-"

"No, you listen, Nick," snapped Carol as she stood up from the bed and began to pace around, "Do you know how badly I want to slap you and kick your ass right now?" not even bothering to grace Nick with a response to that last statement. "You are so lucky that you're crippled right now."

"I know, if I wasn't, then my dad would likely have to find a new Prime to replace me." joked Nick to try and lighten the mood, but this may have been a poor choice.

"Nick, just don't joke and be serious for this, dammit!" Carol screamed as she slammed her fist into the wall, startling the Prime.

"Carol, just calm down!" Nick cried out, but the impact of her fist with the wall caused the apparatus to shift slightly, causing a few stitches to be torn, "AH!"

"Ohmigod!" Carol gasped as she quickly rushed to his left side, helping correct the position and gingerly place it back. "Nick, are you ok?!"

"Yeah, I'm fine," replied Nick as he resettled himself in the bed, but gave Carol a stern look, "but we should try and be a little less physical when we're angry."

"I'm sorry, Nick, I just...wait, no I'm not sorry, I'm still freaking mad at you!" Carol exclaimed as she got back up and angrily stared down at Nick. The Prime bowed his head in shame.

"And you have every right to be angry, Carol," agreed Nick, as he looked up at the blonde, "but I am a little curious about why you're so mad at me."

Carol gave him an incredulous look. "Are you serious?! Why am I mad at you?! LOOK AT YOU! What the HELL made you think it was a good idea to start drinking all the booze at your house then go out to a villain's bar, and drink enough alcohol to get a blood alcohol concentration of 0.29 and then proceed to get into a fight against a trained MERCENARY WHILE STILL DRUNK!?"

Nick stared at Carol for a moment, a silence settled into the room before the Prime sighed and laid back in the bed, "I wasn't thinking, I was hurting. Ashamed of what happened."

"Damn right you weren't thinking!" shouted Carol as she placed her hands on her hips to glare at Nick, the Prime just taking the anger in stride, "Nick, you can't bottle things up like this! You can't shut yourself out from the people who care about you!"

"I know, but what  _she_  did to me," retorted Nick, as he visibly shuddered from the memories, "that isn't something you can- You can't just- *groan*. Carol, what Amora did. It's not something someone can just talk about."

It took Carol a few seconds to register Nick's words, and when she did she let out a sigh, knowing that what Nick said was true. A part of her mind, though, knew that she was angry because she couldn't bring herself to say otherwise when the fact was painfully true.

"Carol, you know that this kind of things is what no one would be comfortable talking about, even a Prime. But I understand why you were upset that I pushed you away and the others and went into drinking. I wasn't thinking clearly, I was tired, angry with myself, angry with my dad and the other Primes. But above all that, I was scared," revealed Nick, causing Carol to look at him, "Amora got into my head, tricked me into forgetting about the Avengers, my dad, the Primes. You. And that scared me. Because I was completely alone."

As Nick spoke, some tears began to form in his eyes. Carol saw them and went over to his side, pulling him into a hug. Momentarily forgetting her anger, "I don't want to be alone. I don't want to feel helpless. Not since that day."

Carol knew what he was talking about. The day his mother died, the day he was introduced to his father and the Cybertronian race, and the day he lost his life here on Earth. "I know you don't want to be alone, Nick. But you can't push others away. You can't push me away. Because I can't lose you either." said Carol to Nick softly, brushing her hand against the back of his head as she held him. The two remained in place for a few minutes, just holding onto each other, not because of some sappy reason, but just because they needed to be together.

"Hey, Nick?" asked Carol as she pulled out of the hug, grabbing a chair to sit beside him, "Remember when you said you had your own sort of mask? Like I do?"

"Yeah, why?" replied Nick, not entirely sure about what it was she was interested about.

"I'm just curious to know what it is." answered Carol, sheepishly as she looked off to the side, "If you're not up to it right now because you're still recovering, I-"

"I think after what I put you through, it's the least you deserve," Nick spoke up suddenly, causing Carol to look back at the Prime, a little surprised but still interested, "but a point of fact, this is more of an audio thing." shifting on the bed, Nick got ready for his one person audience. It had been a while since he last did this so he only hoped he had enough strength to pull this off. Taking a deep breath, Nick began to sing.

_I'm only one call away_

_I'll be there to save the day_

_Superman got nothing on me_

_I'm only one call away_

_Call me, baby, if you need a friend_

_I just wanna give you love_

_Come on, come on, come on_

_Reaching out to you, so take a chance_

The words alone were enough to make any person really think about others, but for Carol, this was a huge reveal. Nick was almost matching the pitches with the song perfectly. Listening intently, she watched as the guy she fell for continued to sing.

_No matter where you go_

_You know you're not alone_

_I'm only one call away_

_I'll be there to save the day_

_Superman got nothing on me_

_I'm only one call away_

_Come along with me and don't be scared_

_I just wanna set you free_

_Come on, come on, come on_

_You and me can make it anywhere_

_For now, we can stay here for a while, ay_

_'Cause you know, I just wanna see you smile_

_No matter where you go_

_You know you're not alone_

_I'm only one call away_

_I'll be there to save the day_

_Superman got nothing on me_

_I'm only one call away_

_And when you're weak I'll be strong_

_I'm gonna keep holding on_

_Now don't you worry, it won't be long, Darling_

_And when you feel like hope is gone_

_Just run into my arms_

_I'm only one call away_

_I'll be there to save the day_

_Superman got nothing on me_

_I'm only one, I'm only one call away_

_I'll be there to save the day_

_Superman got nothing on me_

_I'm only one call away_

_I'm only one call away_

At the end of the song, Nick had to take a breath, straining his voice so much, but for Carol, the pain was well worth it. Looking over at the girl, he could see a few tears in her eyes. The song conveyed just what she meant to him, what he was willing to do for her, and no matter what, he would look after her, not like she was a fragile person but as an equal. Brushing some tears away, Carol placed all her attention on the Prime. "Nick, that was...there aren't any words." spoke the woman as she cupped Nick's cheek.

"Well, maybe there are three." said Nick as he rested his own hand on her cheek, "I love you."

"I love you, too." replied Carol. After she said that, she leaned down to Nick and pressed her lips against hers, softly. It was a mind numbing kiss, not like the one where Amora was forceful and wanted purely for lust, this was a tender, compassionate kiss. Both teens had their eyes shut as they held the kiss for a moment, lightly continuing. After a few moments, they broke away. Carol laid her head down against Nick's chest, feeling the rise and fall, and the strong beating of his heart. But there was still one question floating in her mind.

"Nick, Cogman said something about-" Carol was never able to finish the question because the soft breathing of Nick stopped her. Looking up, she saw that he was fast asleep, drained from fighting Bludgeon, losing so much Energon, and just exhausted because the Alcohol was still working its way out of his system. She smiled seeing how peaceful he looked and settled to ask Nick about what Cogman was on about QET tomorrow.

**_To Be Continued..._ **


	25. This Hostage Earth

**_Chapter 25: This Hostage Earth_ **

**_Nornheim, Karnilla's Palace_ **

Nornheim, an Asgardian Province, but not so much. With its' icy landscape, jagged pillars of frozen water make up nearly the entire land mass. And, although it lies in the same realm as Asgard, its ruler, Karnilla the Norn Queen does not see herself subject to the Asgardian rule. Despite being Asgardian herself and subjects similar to Asgardians as well, Karnilla rules over the land in an absolute monarch. A practitioner of the art of sorcery, she is unarguably an incredibly dangerous adversary. But despite all her power and her warriors at her command, her rule was about to be challenged rather quickly.

Inside her palace, which had a similar structure to the icy land around it, the green tower rose sharply into the night sky. The entirety of the castle was a jade green, giving it a sort of eerie glow to it under the stars and moonlit night. But three intruders were not here for the impressive architecture, they were here for something else entirely. And they were not going to leave without it in their possession. If the many explosions across the main spire proved anything, they were near their goal.

Inside the castle, Karnilla looked around her throne room in fury as she saw her subjects fleeing while her guard was being defeated. Karnilla, by herself, was actually a very beautiful sight to behold. Standing at nearly six feet, the raven-haired woman wore a violet dress, silver-armored braces went along her arms, ending at her wrists. Just above her beautiful face, a silver crown rested upon her head, while from her shoulders, a burgundy cloak hung. Despite her beauty, Karnilla was also known to have a wicked temper. While she was angered by her subjects for fleeing, she was more so at her assailants, putting up a barrier to shield herself from two blasts of green mystic energy.

The blasts made little damage to her shield as she dropped it and held out her hands by her sides, mystic gold energy flowed to them as she fired two blasts of her own magic down the main hallway where her attackers were. After firing the two bolts, she brought her hands together to fire a larger, more concentrated beam of magic down the hallway. Despite this, she did not strike her targets.

"You dare come here and challenge me?!" demanded Karnilla, looking around in anger for her attackers, "Tell your master he has made a grave mistake. No one challenges Karnilla! I-" the woman gasped in pain as she felt some sort of stone texture begin to spread across her body, looking back, she saw a man who seemed to be composed of stone. He had blank white eyes, neatly combed hair, a small mustache, and a large cloak that went out from his back, the collar flipped outward. On his hands were two blue gloves with small claws at the tips.

This was Grey Gargoyle or Paul Pierre Duval as he was formerly known as. Paul used to be a young chemist working for a pharmaceutical company in Paris, accidentally spilled a portion contaminated by some unknown organic substance on his right hand. To his dismay, his hand began to turn to a stone-like material, though was still capable of movement. When he accidentally touched his other hand, he found that he could transform his entire body into the stone-like material. He also discovered that any matter he touched also turned to stone. Mercenary by nature, Duval decided to exploit his bizarre power for personal profit and turned to theft, quickly becoming one of France's most accomplished criminals as the Grey Gargoyle. And right now, he was going to live up to his nature, but it seemed luck or fate might have other ideas for the merc.

"Unhand her, villain!" bellowed a deep metallic voice. Looking behind him, Gargoyle, came face to face with a massive Cybertronian. Standing at nearly twenty feet, this massive knight like warrior charged towards the man and bashed his mace into the criminal, forcing him to release Karnilla who fell to the ground, gasping in pain as her body was only partially transformed into stone. Gargoyle sailed across the room before he smashed against a pillar, his head smacking right against the pillar. A sickening crack echoed through the royal chamber as Gargoyle fell to the ground where he lay unmoving.

"My lady, are you hurt?" asked the transformer, kneeling before his mistress. The transformer had some knight-like characteristics, such as his helm looked more like the actual helm of a knight, his shoulder plates were crafted to be in a similar way. All around he looked almost exactly like a knight. Karnilla breathed carefully, focusing her sorcery upon herself to undo the damage Grey Gargoyle had done. Slowly but surely, the stone material receded and the Norn Queen was free of the stone.

"I am unharmed, Undermine." replied Karnilla as she tried to stand up, but gasped as she nearly fell back down had Undermine not gently used his index finger to steady the woman, "but my powers are drained."

"Power is everything, wouldn't you agree?" asked the voice of one of the attackers. Snapping his neck up, Undermine saw just who the attackers were. Strolling into his queen's throne room was Amora the Enchantress. Following closely behind was her servant, Skurge the Executioner. Amora grinned malevolently as she saw that despite Gargoyle's failed attempt to dispose of Karnilla, he did weaken her enough that she wouldn't be a threat. Meaning all that remained was the oversized soldier, "And Zemo was correct, Grey Gargoyle's power was impressive for a mortal." glancing at the villain's corpse, Amora gave some mock sympathy, "A shame that he did not live to receive his reward."

"How dare you sully this hallowed castle, Amora?!" demanded Undermine as he stood protectively in front of Karnillla. While it sounds ludicrous that a Cybertronian would live in a world such as Nornheim, being actually in a different realm, the ancient Cybertronians actually had ties with Asgard in its earliest ages. So some Cybertronians remained behind in the realms they visited, likely slumbering in stasis, waiting to be awakened.

"We have no time for you, machine," replied Amora, stepping aside to let Skurge venture forward, "Skurge, destroy the Cybertronian, then finish what Gargoyle started, and we shall soon collect our prize."

"M'lady, you are too injured to fend off these fiends," informed Undermine as he turned around and glanced down at Karnilla, his emerald optics filled with concern for the woman's health, "I will delay them as long as I must so that you may flee."

"What, I will not-" began Karnilla, but one look from Undermine stopped her.

"M'lady, Nornheim needs you far more than it needs me if you should perish, so to shall its people." Whipping around, Undermine swung his mace down at Skurge, the Asgardian blocked the attack and shoved the Cybertronian back. Despite the size differences, the two were nearly matched, "GO! FLEE TO MIDGARD! FIND THE PRIME!" shouted Undermine as he kicked Skurge back while he smashed his mace down into the floor, cracking the stone and causing parts of the throne room to collapse. Torn between staying and defending her home and her one and greatest friend, the queen felt a sting of tears in her eyes as she fled the throne room, not turning back even as she heard Undermine's cry of pain.

Running down a few corridors, she found herself on her private balcony overlooking the landscape of Norheim. Raising her hands, Karnilla chanted a short spell and a portal began to open. Once it was fully open, it revealed the Avengers Mansion. Before she jumped through, Karnilla's palace began to crumble. The woman looked up as her home and her monarch fell to the ground. At that very moment, she knew that Nornheim had fallen. Steeling herself, she leaped through the portal which closed with a flash.

* * *

 

**_Earth, Masters of Evil Secret Base_ **

On Earth, the Masters of Evil were currently waiting for Amora, Executioner, and Grey Gargoyle to return from their mission to retrieve several artifacts. In the shrouded darkness of the base, with the little light being provided, the villains could all be seen. Arnim Zola was currently sitting in his control chair off to the side, idly stroking the back of one of his Doughboy creations as if he were Dr. No from a James Bond film. Watching as Wonder Man walked passed to join the group of villains which had actually expanded since their last debut.

The four new recruits included two super villains who were once imprisoned in the Vault before it was blown up by Iron Man as a way to delay their escape the day of the Break Out. The first one, wearing a black suit with streaks of golden orange like lightning crisscrossing his body was Living Laser. Arthur Parks is a super-villain with the ability to change his corporeal body into living light, as his name suggests. Parks was born in New Brunswick, New Jersey. He fell in love with Lucy Barton until she left him to marry another man with greater wealth, causing him to lose his mind. Blinded by jealousy, he thought that to win a woman's heart he needed to have power, driving him to create his alter ego, the Living Laser. While Laser became what he is out of love, the other members, not so much.

Off to the left was a man wearing a silver mask with yellow eye lenses, red shirt, and shorts, this was Chemistro. While working as a chemist for Mainstream Motors, Curtis Carr created an "alchemy gun" capable of transmuting matter from one form to another by an unknown process (wood to glass, etc.). Horace Claymore, the company's president, was impressed until Curtis voiced his intent to keep the device. Claymore argued that since the gun was made on company time, it belonged to Mainstream. When Claymore fired him, Curtis adopted the persona of Chemistro to gain revenge and to extort his former employers. So that left just two more.

Near the back was a silver and black Decepticon. He was short, by normal standards, going up to only five feet in height. Parts of his armor looked similar to an Audi R8. This Decepticon was known as Sideways. Before the war, Sideways was a simple courier so he's not a physical powerhouse like the other Decepticons. As he's pretty smart, Sideways prefers to team up with larger Decepticons in the battle against the Autobots. This way, his target-friendly companion takes all the heat! When he absolutely must face the enemy, he eagerly deploys the spinning saw blades on his arms.

Many would call him a coward, but a world-class spy doesn't do anyone any good if he's compromised. He surrounds himself with dangerous traps, yet always leaves an escape route, and has thus far never been captured. And lastly was a mercenary that could arguably be Zemo's Cybertronian counter part.

Standing on his own, leaning against a wall was a dark violet and silver Decepticon. On his right hip was a pair of collapsible swords. His frame was not like most Decepticons, where they had some vehicle characteristics, he had some insect like plating. Unlike the Hercules Beetles, he stood up straight and had this strong and proud aura around him. This was the mercenary and one of the most feared Decepticons since the end of the war: Shadow Raker.

There are many lost bots who are in need of someone to look after them and Shadow Raker has taken many under his wing. Calling his pupils his 'Shadows', Shadow Raker teaches them the finer lessons of martial arts. He only asks for two things in return: complete loyalty to him and stealing anything he wants. While he delights in the riches his pupils steal for him, his greatest thrill is twisting their innocent minds until they're as rotten as he is.

All in all, the Masters had a pretty good improvement from when they started. However, a few of the villains were getting a bit impatient as Abomination folded his arms and grumbled in irritation.

"How much longer are we supposed to wait, Zemo?" demanded the burly gamma villain. Standing in front of the group of villains was the leader of the Masters, Zemo. By his side was Shockwave, to pass time by he had a Datapad in hand, which he was idly tapping on while running numerous calculations in his mind.

"It is illogical to assume results in such a short period of time." spoke Shockwave, despite appearing to not be paying attention to what was going on around him. Abomination growled as he was about to confront the scientist, but Zemo spoke up and prevented the gamma brute from attacking his number 2.

"All will be revealed soon, Abomination." reassured Zemo as he glanced over his shoulder. The burly monster grumbled as he folded his arms, getting tired of waiting but whatever Zemo was after had to be worthwhile. Looking forward, Zemo watched in anticipation as a green crack, like a fissure in reality itself. This fissure suddenly appeared because of an axe that cut down in a vertical line. After a few seconds, the crack was long enough to allow Amora and Skurge to emerge from the portal. In the witch's hand was a leather sac tied up by a line of leather.

Looking to the villains, Amora spoke with satisfaction and fortitude, "The time has come, mortals," informed Amora as she held out the sack, "as promised." Magic swirled across the bag and it suddenly began to float in the air towards Zemo. The purple clad villain held out his hand and the sac gently landed in the center of his palm. Reaching into the bag, Zemo's eyes widened with glee as he held out a small oval stone. At the base of the stone was a circle-like rune. Appearing like two Cs were positioned so the open ends faced each other. Amora watched with glee as Zemo was staring at the relics with awe.

"It's a rock." stated Sideways as he walked forward and reached into the sack and took out another stone. Looking at Zemo, the Decepticon was met with a glare that had him raising an eyebrow in confusion.

"It is no mere stone, Sideways," snapped the Masked Demon as he took the stone from his most recent addition, "These are the Norn Stones of which Amora spoke of."

"I'm with Sideways on this," Chemistro stated, skeptical as to how a bunch of rocks were going to help them, "How are a bunch of rocks supposed to help us take over the world?"

"Before my arrival on Earth, I found the prospect of supernatural powers to be flawed," informed Shockwave, lowering his Datapad and placing it on his hip thanks to a special clip, "but after rigorous study, I have found that the so called 'Mystic arts' are a form of science itself. And the Norn Stones are precisely what we need."

"Indeed, the Norn Stones are but the first step, Chemistro," Amora confirmed Shockwave's answer. However, one thing didn't escape Sideways' attention.

"And what about Grey Gargoyle? Where did he go?" asked Sideways, narrowing his blood red optics at Amora, an inkling working its way into his processor.

"Your race is more wide spread than you realize," replied Amora cryptically, which had Zemo narrowing his eyes at her, "Karnilla had a knight at her beckon call and the battle was hard fought. Gargoyle did not make it."

"Did you or that knight do the deed?" Asked Shadow Raker, pushing himself from the wall and walking forward to look at Amora in the eyes with his purple optics. Amora frowned, not exactly appreciating what the mercenary was implying, "But at this point, I don't think it would really matter. And besides, this means bigger cuts for us."

"Indeed, Shadow Raker," Zemo agreed, turning around to face the Master's of Evil, holding the Norn Stone in his hand, "Today, we become masters of Earth!" Each villain grinned wickedly, imagining the amount of loot that they're gonna get after they do this job. But for Simmon or Wonder Man, it meant that he would finally get his life back and forget being a bad guy altogether. As Zemo held the stone above him it glowed brightly, but while this was a spectacle to behold, three individuals shared a look for the briefest of moments. Amora, Skurge, and Shockwave glanced at one another before looking back at the power hungry man. Everything was going exactly as was intended.

* * *

 

**_Avengers Mansion, Sublevels, Assembly Hall_ **

Inside the Avengers Assembly, there was a grand unveiling from the three resident science geniuses and two guest scientists. About three months ago in July, the Earth was nearly frozen into a new ice age by Malekith the Accursed, a Dark Elf from the realm of the Dishonored Dead. He came to Earth in search of the Casket of Ancient Winters, looking to open it and freeze the world and cut it off from the nine realms so that he and his brethren could live once more, with him as their ruler. Malekith nearly succeeded, but the Avengers were able to stop him, but before they could secure the Casket, Amora, Skurge, and Shockwave swooped in and stole the Casket.

In an act of retaliation, Thor tried to follow them to Asgard, but he discovered that he had been barred from returning by some force. Thor couldn't go home. So, in order to get the Prince home, Tony, T'Challa, Ratchet, and with the help of Perceptor and Reed Richards, may have found a way to get Thor home. And it was time to present that idea to Thor.

"Gentlemen, prepare to be amazed!" Said Tony, in an upbeat attitude or just for the presentation it didn't really matter as their hard work and critical thinking was about to be put to the test by Thor and Captain America, "Hey, where's Nick? Figure he'd be here."

"Last I saw of Nicholas was yesterday. He and Ms. Danvers were retrieving the final belongs of hers so that she may move in with Nicholas." Informed Thor, a small grin on his face. Each Avenger also shared a similar grin, glad to see the two finally together, and mildly relieved that Nick was no longer denying what was painfully true.

"I will notify Nicholas after the presentation," offered Ratchet, knowing that the Prime was very touchy about the use of Cybertronian technology.

"Alright." Agreed Cap, who had been waiting patiently for the presentation to start. When the super soldier spoke, Tony scratched the back of his head awkwardly.

"Well, this is for Thor, mostly," clarified Tony, giving the super soldier a sympathetic smile, "no offense Cap."

"None taken." Replied Cap before taking a bite out of an apple. It was still early in the morning and he hadn't had breakfast yet so he decided to have a small snack. But for the presentation, he understood enough that Tony, T'Challa, and Ratchet had been working tirelessly to find a way to get Thor home. If they found a way, then he didn't mind if it was just for Thor.

"As you were saying, Iron Man?" requested Thor, more than a little interested to know what solution mortal science has created.

"Right, as you know, T'Challa, Ratchet, and I have been working on a way to get you back into Asgard," explained the inventor, a proud smirk was on his face, "We think we've got it." Stepping over to the conference table, Tony pressed a few keys on it and the holographic projector at the center of the table flared to life. From the center, a large ring was created. It had an intricate design with many energy stabilizers and circuit breakers. It didn't look that impressive but the most amazing things can be the most unimpressive in appearance. "Ta-Dah!" However, despite Tony's enthusiasm, Thor didn't quite get how this was going to help.

"I do not understand how this 'machine' can pierce the veil between Midgard and the other realms." informed Thor, explaining why he wasn't expressing much relief. But relief was going to come as Ratchet stepped towards the table and began typing in new commands to bring up a sort of diagram for how this machine worked.

"The generator will work, but what is required is a plain where the barrier is weakest," explained the doctor as the table created two verticle walls. The walls suddenly overlapped each other and the generator was placed in between, "In the location, we use the door to create a gateway from Earth to any of the Nine Realms." Pressing a few more keys, Ratchet created a holographic apple and a sort of funnel in and out of the generator.

"You go in here," surmised Tony as the apple moved towards the portal, passing through it and to the other side, "and you come out in Asgard."

Cap, who had been watching the entire presentation suddenly stopped eating his apple and glanced at it when he saw the holographic apple. But his confusion was lost on the four people engrossed in the device that was being created.

"Truly, my friends, I am impressed." complimented Thor, relieved that he will finally be returning to his homeland. Being gone so long, he had nearly forgotten what it was like to be in Asgard among his people. And thanks to his friends and allies, he will know that feeling again. And he wasn't the only one who was glad to have done this as Tony was marveling the machine he, T'Challa and Ratchet created. But it seems like someone may actually be able to do that.

"Not to rain on your parade, Tony," informed Cap as he was finishing the last few bites of his apple, "but I saw a similar machine do that same kinda thing back in my day. It worked to." If there was ever a need for a camera, it would have been right at this very moment because Tony was looking at the Captain with an absolutely shocked expression. Was Steve Rogers, Captain America, from the Second World War actually telling him that someone had already created a machine that he spent months planning?! Shaking his head he locked his attention directly onto the super soldier.

"WHERE?!" Stark nearly shouted, feeling incredibly challenged. But before the Super Soldier could answer, in the corner of the Assembly Hall, a swirling portal appeared. Each Avenger spun around to see a golden wormhole open. Thor, Ratchet, and Captain America, who discarded his apple by simply tossing it away ran to the opening, ready to fend off whatever came through while Iron Man slammed his helmet on and Black Panther pulled his mask over his face. Each hero was ready to fight anything that came out of the portal. But they weren't prepared for a woman, in purple garments, which were slightly torn, stumble into the Hall.

"Karnilla?" gasped Thor, immediately recognizing the ruler of Nornheim, "What are..."

"P-please, y-you must stop the Enchantress!" the queen nearly begged. Opening the portal had nearly drained the woman of her energy and she was about to collapse. Ratchet, being the closest leaped forward to prevent the queen from hitting the floor, "I must find...find him..."

"Who are you looking for?" asked Ratchet carefully supporting the woman, trying his best to ease her with the care he hadn't really used in a while. Karnilla was slowly losing consciousness, but before she did, she was able to utter a name.

"Prime." Karnilla breathed as she passed out. Looking down at the woman, Ratchet picked her up while looking at both T'Challa and Iron Man.

"Black Panther, Iron Man, get the medical bay ready. Captain America, contact Nova Prime and tell him it is of the up most importance that he be at the Mansion." with that, Ratchet began a slow, but rapid pace to the medical bay. Both Iron Man and Black Panther had raced out when the orders had been given. But despite this, one thing was almost tauntingly echoing inside Tony's mind: who built what he built?

* * *

 

**_Cybertronian Mansion_ **

With Nick back to being his old self, things were looking up for him and the other Avengers, even if has been one week since his fight against Bludgeon. But so far, all had been well, especially for the Prime since he and Ms. Danvers decided to move in together. It had been a taxing process, moving all of Carol's possession from her and Jessica's apartment to Nick's Mansion, and truth be told, Carol was slightly worried about Jessica. At least until the raven haired teen revealed that she miraculously convinced Soundwave to be her roommate. It's as surprising as you think.

But a lot was going incredibly well, even with the news of what a Sparkmate is, and for Nick, that was likely one of the most nerve wracking explanation he had to do. At first, he thought Carol would be angry or whatever, but surprisingly she was okay with it. And Nick was laughing over being so nervous. But he wasn't the only one who was getting into a serious relationship.

If Nick expected anything from the three jokesters of the Avengers, he was mildly surprised to see Hawkeye, Jazz, and Tony occasionally letting out a light joke about Steve's growing relationship with Agent 13, and that any strain on the two was likely because of SHIELD.

At the moment, however, Nick was making breakfast for him and Carol, having found the Mansion very quiet after giving Cogman the day off. With his back turned to the doorway, he failed to notice an alluring figure, wearing a thin pink tank top that stopped just above her belly and some black panties, quietly making her way down to him, a suggestive smirk on her face. Wrapping her arms around him, Carol pulled Nick into a hug, resting her cheek against his back.

"I don't think I've had a morning like this," commented Carol, as she pulled Nick away from the stove where he was making some omelets, "we should do this more often."

"Now that you moved in, I think we'll both seeing more mornings like this," agreed Nick with a chuckle, resulting in Carol letting out her own chuckle before she leaned in and began to pepper a trail of kisses up the Prime's neck, working her way up to his jaw and to his lips.

"Uh, Carol," said Nick slyly, "did you already forget our little agreement?"

"I distinctly remember talking about it," answered Carol in a coy tone, "but that doesn't mean we can't still kiss."

Nick let out a sigh of pleasure as he rolled his eyes. Carol knew how to find every little chink in his defense just so she could tease him. But the agreement the Prime was talking about was one that was made just last week when he explained what a Sparkmate is.

* * *

**_*Flashback One Week*_ **

It had been nearly twenty-four hours since Nick had woken up before going back to resting, Carol remaining by his side the entire time. If it was by true concern or if just curious, Jan would sometimes to check in on Nick, quietly smiling at how cute he and Carol looked, she laying her head on his chest sound asleep while Nick rested in the bed. Hands firmly grasping each other with their fingers intertwined. But the young couple was interrupted when Ratchet went in to check on the apparatus that was mending the connective tissue.

"It appears that all the damage done by Bludgeon has healed," informed the doctor as he gently tested Nick's joint, making sure there were no incorrect connections, "and there should be no lasting issues."

"Thanks, Ratchet." thanked the Prime as he looked up at the doctor but, the veteran merely waved off the thanks as not being necessary.

"Please, there is no need for thanks. Just don't lose that limb again," cautioned Ratchet, holding a wrench in his hand as an extra warning, "but do take it easy for the time being."

"I'll make sure he doesn't do anything stupid." quipped Carol giving Nick a playful look, which had him pouting sarcastically.

"Ah, and here I wanted to arm wrestle with Hulk once the bandages came off." responded the Prime in a similarly playful tone which had Carol rolling her eyes while Ratchet just groaned, pinching the area between his optics and quickly leaving the room. Once he was gone, Nick swung his legs out from the bed and stood up. When he first arrived nearly two days ago, he was wearing the clothes her worn to the bar, but now at some point, he was stripped down to a plain t-shirt and just his boxers.

When the Prime was on his feet, he nearly fell, having not walked in a while so he needed Carol's help to steady himself. But after a few seconds, Nick was able to stand on his own. Stretching a bit, he was feeling better by the second, the alcohol and painkillers had worked their way out of his system and the pain that once inflamed his entire left arm was nothing more than a dull ache, but there was still something Nick didn't feel was right. Scratching just beneath his chin, he felt the same beard he had grown that one week when he was in his depression.

"Hey, Carol?" asked Nick, getting the attention of the young woman, "after I get cleaned up, do you want to head upstairs and get some breakfast?"

"Sure." replied Carol as she nodded in anticipation, but also so she could ask her question that was floating around in her mind for most of the night. But for now, she waited as Nick went into the bathroom that was part of the medical area that he was placed in. The entire mansion had top of the line technology and systems, but all that would be useless for the Avengers if they didn't have proper medical tools and supplements to heal whatever injuries the heroes may receive in their fight against the super villains. So Nick was in good hands with the best equipment, and right now, he was putting that to use.

After about ten minutes, Nick emerged from the bathroom, washed, shaved, and with good breath. Carol took a minute to admire the radical change Nick under went from being a total drunk to a healthy young man. Before she met Nick, if she caught herself ogling a guy, Jessica might make some sort of snide remark which would have her rolling her eyes and forgetting about that guy. But Carol had changed a lot since then, and she was not disappointed with it.

"Shall we?" asked Nick, fully dressed in his jacket, jeans, and shoes. He held out his hand for Carol, which she gladly took and the two young adults walked out of the medical center towards the elevator to the main levels. Today, the two just decided to do nothing but relax. After everything Nick went through and Carol worrying so much about him, they felt like a very, very good break with each other was in order.

Getting to the kitchen, Nick opted to make them breakfast, which Carol readily accepted, and while she set up two places for them, she occasionally had to shoot Jan a quick look saying that they needed some time together. The brunette may love to tease Nick, but she understood and decided to leave them be. When breakfast came, Carol had not expected to see French Toast, bacon, and some coffee, but it was a pleasant surprise.

"Didn't know you could cook," commented Carol as she cut off a piece of toast and ate it. She had French Toast before, but Nick's was somehow better than any previous meal she ever had, "Nick how'd you learn to cook like this?"

"When I was little and my mom was still alive, every Sunday she would teach me how to cook a meal," explained Nick, sighing at the memory, but prevented himself from getting lost in it, "She always told me that a woman appreciates a guy who can cook well."

"And she would be right," quipped Carol as she was cutting another piece, "from now on, you're doing the cooking, because I never learned to."

"Busy shooting for the stars?" guessed Nick playfully, getting a half hearted swat across his right arm. As the two sat, Carol began to explain what happened before they found him, about the reveal from Cogman. At first, he was a little annoyed that Cogman ignored his request and went to the Avengers, but was actually relieved to hear how despite breaking his request was doing it for the best intentions.

"Kinda surprised he didn't get into further detail." said Nick as he took a sip of his coffee, having finished his breakfast, now sharing a drink with Carol.

"Actually, I think he could've but decided against it," replied the SWORD agent as she poured herself a second cup of coffee, being careful to leave some for Nick as well, "He does genuinely care about you, Nick. He just was torn between his duty and his concern for you."

After a moment, she remembered what happened at the end of the discussion, something about the two of them, and this was something that had been bothering her for some time, "He said something else too, something about...us." she said finally.

"What did he say?" asked Nick, seemingly annoyed if Cogman said or implied something that would just make things more complicated for them.

"He wasn't making a lot of sense, going about something forming between us," Carol explained, before remembering specifically what Cogman had said, "Something about...QET, I think."

Suddenly, the mug Nick was holding shattered when his grip went vice in seconds, blue eyes wide with shock and the smallest gap of an open mouth.

"Nick?" asked Carol, completely worried if she said something rude or some sort of vulgar thing that relates to Cybertronian culture by accident, "Nick what's wrong?"

"What else did he say?" he asked in a level tone, ignoring the spilled coffee over his hands and the ceramic shards.

"He said something else about explaining how Cybertronians reproduce and if you said anything about it, and if I had been feeling weird or whatever lately," the agent explained further, "he also said something else about finding your  _one,_ or something similar to that."

Nick's gaze ended when he leaned back in his chair, rubbing his eyes as his heart was pounding harshly in his chest, "Ho boy, I should've known." he muttered while continuing to rub his eyes.

"Nick," the Prime's attention snapped back to Carol, seeing the deadly serious expression on her face, but under that expression was genuine concern, "Whats. Wrong?"

"How do I put this?" said Nick as he began to think about how he was going to explain what was going on, "How about I start with QET. Okay, so the name is actually and Acronym, for Quantum Entanglement Theory. It's a physical phenomenon that occurs when pairs or groups of particles are generated or interact in ways such that the quantum state of each particle cannot be described independently of the others, even when the particles are separated by a large distance—instead, a quantum state must be described for the system as a whole. This happens when the sparks of two Cybertronians, who are deeply and genuinely in love, share their energies, essentially creating a link between the two."

"Wait," began Carol after taking a moment to analyze the information before giving her undivided attention, "This sounds kinda like soulbonds."

"That's because it kinda is," nodded Nick, "A Cybertronian's Spark is formed from pure energy, despite each Spark being unique, they hold some similar characteristics. At first, I didn't think it was going to happen between us, but then there was the whole accident that made you part Cybertronian and the energy that makes up a Spark is flowing through your heart, and the whole finding you when I had no clue. But there's also something else: when Cybertronians mate, they do it for the rest of their lives..." Nick trailed off, letting a heavy silence filled the kitchen.

"Well that explains quite a lot," said Carol, as she brushed some hair out of her face and tucked it behind her ear, "For the last few months I've been feeling emotions that weren't my own...they were yours."

Nick bowed his head in shame, feeling especially guilty with the deluge of his emotions when he was under Amora's control and knowing that Carol was also on the receiving end of those emotions, "I've also been feeling your emotions, though not as intensely as you felt mine...oh God."

Carol saw his crestfallen expression and stood up from her side of the table and walked around so she could pull Nick's chair out slightly so she could seat herself in Nick's lap to make direct contact and to pull him into a comforting hug, "Nick, stop blaming yourself again. You didn't have any control over what was happening. Also, I honestly don't think it sounds all that bad."

"What?!" sputtered Nick in shock as he looked up at Carol, pulling out of the hug even as she kept herself seated right in his lap, "Carol, I'm not sure if you know this, but I basically took away part of your free will! Like, any choices you wanted to make are now gone, and I know we've been together for a while, but still! We're bonded for the rest of our lives!"

"So?" asked Carol, accompanying the response with a tender smile and shrug.

"Oh my God, you're impossible!" said Nick as he rubbed his eyes again, leaning back in the chair, "Carol, this not just some simple thing! Besides, how are this okay with the fact that-" whatever the Prime was going to say was cut off when Carol tipped Nick's chin up so that she could lean in a give him a passionate kiss. That instantly stopped Nick, and for the briefest of moments he felt like he was back with Amora, but then, the warm comfort settled in. He wasn't with the Enchantress, he was with Carol Danvers.

"Nick, you're overreacting," she said with a grin after breaking the kiss, "Why I'm okay with all this is because I love you, Nicholas Prince. If I honestly had one choice about the two of us is knowing that you're the only one meant for me. And the only one I want to be with. And your dad also seems to agree because right after our first date, he gave me his blessing to date you. And I still can't thank him enough for that."

Nick just stared up at Carol in shock, but that shock turned into joy, as the Prime felt so honored to hear how Carol wasn't mad about what happened and wanted it to become something real. Words were caught in his throat as he tried to find the words to express what he was feeling, but a somewhat annoyed sigh echoed in his mind,  _"Nick, just shut up and kiss her."_ Barked Onyx, and the teen readily obliged when Carol saw his struggle to find the words and kissed him gently. The Prime was more than willing to replicate the gesture as his hands found their way to her hips and held her close while the agent intertwined her fingers in his brown hair.

When they finally broke apart, Nick stood up so he could be on the same level as Carol and look at her in her blue eyes, "I love you, Carol."

"Just out of curiosity, does this mean we're married by Cybertronian standards?" asked Carol with a slight giggle.

Bliss turned into embarrassment in the blink of an eye as Nick looked away for a second, "Uh, no, no we aren't yet. The bond hasn't been fully formed until..." Nick trailed off, fidgeting with his fingers, "it's not complete until we...we have...sex."

It didn't take Carol much to figure out why he was so hesitant to talk about that, given what Amora did to him. "I don't think we'll need to rush this, Nick," she comforted the Prime, taking hold of his hand in both of hers.

Nick gave her a warm smile, so thankful that he found someone like her, and that his father gave his blessing to her. And as sappy as this sounds, as long as she was by his side, Nick truly felt like he could take on anything that came their way.

**_*End Flashback*_ **

* * *

 

Nick was more than happy since then, readily welcoming her into his home. And right now, he felt half tempted to go all the way with Carol, even if had only been two weeks since his escape from Amora, and one week since he had his arm reattached. But despite all this, Nick still knew he had his obligations.

"You do know that I am technically on duty as an Avenger, right?" But in all honesty, Nick really hoped that nothing would happen, but he still had his responsibilities, even if he sometimes hated them.

"After such a quiet week, I doubt that something will happen now." Shrugged Carol as she pulled Nick further away from the kitchen, placing another kiss on his cheek.

_"Excuse me, Nicholas, but there is a situation at the Mansion that requires all Avengers present."_ Thundered Teletraan-1 through the Mansion's terminal system. Carol sighed as Nick turned to her.

"Shut up." She said though it was more for the 'I told you so' look Nick was giving her.

"I'll be back as soon as I can," said Nick as he gave Carol a quick kiss on the lips before running to the basement where his uniform was stored.

* * *

 

**_Avengers Mansion_ **

It didn't take Nick very long to get to the Mansion, flying across the entire city where he quickly made his way to the Assembly Hall where all the Avengers were gathered. The meeting started out discussing their most recent arrival. Thor identified her as Karnilla, The Norn Queen of Nornheim. While it was a mystery for what the ruler of Nornheim was doing on Earth, it wasn't really surprising, or maybe it was, that Ratchet offered to keep a close eye on her, should the sorceress regain consciousness. But until then, they weren't going to be getting any answers until then, so they decided to go with the next matter at hand: what Cap saw in the Second World War.

"Okay, so Asgardian queen aside," spoke up Nick, changing the subject to something a little more productive, "Steve, you said that you saw a similar machine back in the forties do something similar to what Tony, Ratchet, and T'Challa designed?"

"I did," replied the super soldier, taking a moment to recall everything that happened that day, "Bucky and I had infiltrated a Hydra base in Norway. Rumor was that Red Skull had some sort of doomsday weapon there but what we found was beyond anything we've ever seen." Taking a moment to glance at the two scientist, since Ratchet was otherwise occupied with looking after Karnilla, the super soldier continued, "The Skull had a machine similar to yours and was pulling monsters through it into our world. He was enslaving them; putting collars on the creatures. He was creating an army to take over the world. And if Bucky and I hadn't stopped him..."

"We'd be seeing a lot of Hydra flags flapping in the air," finished Crosshairs, shuddering at the thought of a planet controlled by them. The group were disturbingly similar to the Decepticons, "glad I wasn't part of that nightmare."

"But in the end, you did stop the Skull." Picked up Nick, shooting Crosshairs a glare, which had the Autobot looking down abashed by the look.

"Indeed, and from your tale, it would indeed appear that your Skull was able to open a portal to the Asgardian realms," added Thor, recalling other details like the appearances of several creatures, "and the creatures you described, they are familiar to me." As Thor was speaking, Tong had a small suspicion and began typing on the table, bringing up a large map of where the base was located. The area looked very similar to a map he may have already seen.

"Hang on," said Tony as he pressed a few more keys, "I got satellite images coming in on the Hydra base."

Everyone looked up to see a large map of the base. While it looked a little unassuming for the location of a mystic energy source, T'Challa wasn't so convinced.

"Jarvis, trace the energy source." Requested the king and in a few moments, the map change to that of a large well spring of energy and what appeared to be three veins coming from it.

"This is it!" Breathed Tony as he saw exactly what he and the others were looking for in order to get Thor home, "This is the spot. This is what I was talking about. This where two plains are overlapping, like, uh, dimensional fault line."

"Fancy." Added Jan, though, despite the tone she used, Nick noticed that she seemed a little disheartened. What causes the bubbly woman to...oh. Nick realized that it was likely Hank. He left today, done with the Avengers. When he arrived, Nick heard the final moments of the conversation, about how Hank blamed himself for what happen with Ultron, how he disregarded his ethics and embraced violence. The Prime could only support Jan from this moment on. But right now he soon discovered something else about these fault lines. Before he arrived on Earth, Primus told him that he energies that flow through the Earth had changed.

"And also the reason Cybertronians are a fraction of their full size," added Nick, drawing the attention of the team, specifically the Autobots, "before my arrival on Earth, my dad told me that the natural energies that flow through the Earth had changed. He could be referring to the influx of mystic energy from these points."

"It would make sense," Bumblebee agreed, cupping his chin in one hand, "with the number of arrivals of Amora and Skurge, it could be possible that indirectly that she and Thor gave us the ability to change into humans thanks to the portals they create when traveling from any of the Asgardian realms."

"But specifically what are we looking at?" asked Hawkeye gesturing to the make, in particular, the golden lines that ran across the globe.

"Ley lines," replied T'Challa, "veins of magic that run through our world connecting it to others. Or as Iron Man would say, paths of other dimensional energy that reveal weak spots between other dimensions."

"So there are eight weak points, excluding Earth." added Nick.

"One for each realm," realized Thor, remembering a tale that his father told him when he was just a boy, "It is said that the nine realms are interconnected by Yggdrasil, the Tree of Life."

"That is a big tree." Commented Warpath, gaining a nod from Hulk saying that he agreed.

"Call it what you want, this is how we're getting you home." Retorted Tony as he gestured up to the holographic globe. Nick smiled, he finally had a way to get Thor home, but it would seem that fate was having different ideas as alarms began blaring

_"Alert! Dimensional energy flares in progress."_ Informed the A.I., bringing up a red dot at each location.

"Something is affecting the energy at each location," reported Iron Man, rapidly typing at the keys, "except for one that's in an active volcano."

When he heard this, Thor immediately turned on his heel and began to leave, however, Cap saw the thunderer leaving, "Thor, wait."

"Nay," Thor stated, cutting off Captain America, "If the threat we face is Asgardian, I will not allow it to put Midgard in jeopardy again."

"But you are part of a team, Thor," retorted Nick as he stepped up to the Prince, "I learned not too long ago that it is not always best to deal with issues by yourself. Besides, there are seven locations that are being affected, you are just one being."

"So we need to split up, teams of two if possible." concluded Iron Man, picking up his helmet and holding it under his arm.

Looking back at his team, Thor smiled, seeing the bravery these mortals possessed. It was enough to make an Asgardian honored. And so that is exactly what happened, since there were so many locations, the fastest way to travel was by the Groundbridge. Each Avenger paired up with one another if they needed to. Bumblebee went with Wasp, Jazz went with Black Panther, Crosshairs with Hawkeye, Warpath with Hulk, and Nick with Thor. This left Captain America and Iron Man alone, but they weren't worried. They had right on their side. But for all the good it would do, this was what some expected.

* * *

 

**_Masters of Evil, Secret Base._ **

It had been all too easy, the Avengers were so quick to divide their resources and this was what she had been counting, "They are coming," informed Amora with a small grin, "You can finally earn your reward Zemo, for if you and your team succeed today, you will be given Midgard as promised."

"You need not worry, Enchantress, for I know their strengths and weaknesses now," gloated Zeno as kept his attention focused on the glowing Norn Stone before him. The stone will be his tool to finally ruling this world as he should have so many years ago, "I know the Avengers, better than they know themselves."

"But do you know the Prime?" Asked Amora in a somewhat vexing tone. Zemo turned around to send the witch a critical look, but she did bring up a very valid point. It was true, he knew much about the Avengers, but their youngest member, Nicholas Prince, was still a danger. The masked demon had the smallest inkling that what he had seen regarding the boy was only just the surface, and his power seemed to be beyond this world. Out of all the Avengers, even Captain America, Zemo was the weariest of Nick.

However, now was not the time for second thoughts, the Avengers would soon arrive.

* * *

 

**_Arctic Tundra_ **

The location of the energy disturbance given to Wasp and Bumblebee was a small isolated cave, deep in the Northern most part of Canada. Though a lengthy trip wasn't necessary thanks to the Groundbridge, that still didn't spare Jan from some minor nausea since it was her first time using the Bridge. But after taking some deep breaths, steadying herself with the help of the cop, she was soon ready to go find whatever was causing the disturbance.

Thanks to her small size, Wasp was able to slip through the icy rocks and search the area while Bumblebee followed behind as best he could. Taking a moment to stop, he took out his I.D. Card and held it up to scan the area for the anomaly. After a moment, he got something.

"Jan," called out Bumblebee, getting the brunette's attention, "I got something. Down here." The Autobot pointed down a large crevice.

Wasp flew down first. Nothing seemed out of place except…

"Bee, I think I've got something!" She called back. "It's some kind of glowy, magic-looking rock. I'm gonna go check it out. Hang on."

"Wasp, wait up!" Cried out the former scout, but the heroine was already gone. Letting out a sigh, Bumblebee jumped down to a nearby ledge, carefully going from ledge to ledge to get down to the bottom of the cave. Taking a moment to stop, Bumblebee saw Wasp hovering near the stone she saw.

She flew forward and tried to reach for it, but the sound of something heavy and very large dropping in made her flinch back and give a small cry of alarm.

"If you've got any last words for your friends, now's the time." Abomination growled.

"Help." Wasp whimpered as Abomination stomped forward.

"Hey!" Shouted Bumblebee as he leaped down and grabbed onto Abomination's back. The gamma villain roared as he tried to grab him.

"Get off of me, Auto-bug!" Bellowed Abomination as he tried to shake off the Avenger. While the villain tried to shake the cop loose, Wasp flew right up to his face and began pelting him with stings. As she fired, Jan quickly activated her comm., this was all a trap!

* * *

 

**_Mexican Jungle_ **

"Wasp, come in! What's going on!" Demanded Iron Man in sorry as he hovered down to the bottom a cave where his sensors detected the energy disturbance. Before the Avengers split up, they made sure they had their I.D. Cards on them, but something was wrong, someone was jamming them. And because of that, Tony was unable to hear Jan's warning, "Wasp! Wasp!"

_"Magical Energy source located."_ updated Jarvis, causing Tony to momentarily lose his attention on the static blocking him from hearing Jan or any of the other Avengers,  _"Warning: pulse in progress."_ Flying lower, Iron Man landed on the ground, in the center of the cave was a stalagmite rising up from the groud like a sort of pedestal while a glowing stone floated just over the tip. It had a strange symbol on it.

Coming to the conclusion that this must be what is causing the energy fluctuations, Iron Man approached the stone. Just as he reached for the mystic object, he was suddenly blasted into the side of the cave by something. Falling to the ground, the Avenger got back to his feet to see one of his old enemies: Living Laser.

"Laser!" Snarled Iron Man as he glared up at the villain.

"That's Living Laser, Iron Man. Living," sneered the villain as he glared down at the hero menacingly, "as in something you're not going to be in about five seconds." Clenching his fist, he grinned angrily as he was going to get exactly what he wanted for so long, "You have no idea how long I've waited for this." With that, Laser leaped into the air, his body erupted with energy, and became a massive laser that sped right towards the Armored Avenger. If Tony was being honest, he hoped that the other Avengers were doing better than he was.

* * *

 

**_Arctic Cave_ **

Back in the bitter cold cave, things could have been going a little better for the two heroes. Bumblebee dodged several swings from Abomination, using the villain's size and speed against him. Thanks to his training during the war, the former scout, turn warrior, turn street cop was easily able to bob and weave under his attacks. But one back fist caught the Avenger sending him flying where he smashed into an ice wall. The impact caused Bumblebee to cry out in pain as he slid to the floor. Shaking his head, he looked up to see Abomination with both his fists raised to smash him, but before he could, Wasp flew right up into his face and began shooting the gamma villain. Aiming for his eyes.

The sudden attack had Abomination changing targets as he swung at the heroine, but his chunky fists were just too slow to strike Wasp, "I don't know if you know this," taunted Wasp as she flew right in front of Abomination, "But Bumblebee would suggest you run!"

"No I didn't!" Cried out Bumblebee, not to happy that Jan threw him under the bus like that. But the gamma didn't really seem to care as he clapped his massive claws over Wasp, catching her. Opening his hands just a crack, he peered into his hands to see Wasp casually hovering there. While he was initially surprised to see her unharmed, the villain was more perplexed by the somewhat sinister grin on her face.

"I don't think Bee liked that." Stated Wasp, causing Abomination to look back at the Autobot. Bumblebee was charging right at him, his right fist pulled back as he ran right up to Abomination and landed a brutal uppercut. The blow caused Abomination's head to snap back as instinctively released Wasp to defend himself from the barrage of punches the Autobot was landing. But while he did manage to bring his defense up, the villain was pretty ticked off.

"You two are done!" Roared Abomination, as he swung his claws at Wasp before attempting to back fist Bumblebee, "You hear me?! There's no escape for either you!" Pulling his hands back, Abomination clapped them together, creating a shockwave that sent both heroes flying backwards. While it was action packed brawl with these two, with Captain America, it was about to get very loud.

* * *

 

**_German Castle Ruins_ **

It was slightly ironic that Steve would be back in Europe, having fought in a war here against Hydra, and was now back in the same country trying to save it. But for all that irony, it did nothing to get rid of the very unnerving atmosphere of the crumbling remains of a destroyed castle. What made it even more unnerving was the low hanging mist that blanked the entire area, but Cap wasn't here to remember the past, he was here to save the future.

Cautiously making his way to the main chamber, Captain America saw a glowing stone hovering in the center of the chamber above a pedestal. The stone had a set of markings that looked seemingly like waves or swirling mist. Despite being abandoned, the super soldier felt that he wasn't alone, and he would be right because no sooner did he arrive at the castle, he heard what sounded like rockets being fired. Following the sound, Cap saw two rockets heading right for him. With no time to dodge, he raised his shield, taking both blasts of the projectiles.

A thick cloud of smoke was generated from the explosions momentarily obscuring Cap's vision, and slowly but progressively, the smoke dispersed. A loud bang was heard as something of someone landed roughly twenty feet from Steve. Emerging from the smoke that was still dispersing was the Crimson Dynamo, a rival of Iron Man, but at the moment, Steve's opposition.

* * *

 

**_Amazon Jungle_ **

Deep in the heart of the Brazilian jungle, Hawkeye and Crosshairs were skillfully making their way through the thick bush to the location of the disturbance. Stopping for a moment, Crosshairs glanced at Hawkeye, "How far is the disturbance?"

"Don't know," answered Hawkeye with a shrug, but he did have a way to find out. Reaching for his pocket, he held his ID card up, activating the scanner. "Jarvis says about 3 miles….thataway." He pointed toward the thickest part of the jungle. "Race ya!"

"Yeah, nice try, Birdie!" taunted Crosshairs as he fired a grappling hook, launching himself ahead as Hawkeye sprinted across several thick tree branches. The two specialist had a mutual respect

The two specialist had a mutual respect of each other, mainly because they both think outside the box in a given situation. And it would seem that both were going to be putting that quick thinking to the test as they were soon under fired. Several streams of acid shot out of nowhere, burning away at a tree branch Hawkeye was on. Seeing that the shooter was likely distracted, Crosshairs slipped away, his green paint allowing him to blend in with the leaves. Another shot of acid whizzed past, melting a nearby branch into a puddle of goo. Hawkeye flew into action, leaping from branch to branch and firing arrows to try and hit the assailant, who was hiding behind a large tree trunk.

"Paste-pot Pete?" He guessed, firing three more arrows. But he likely already know

Another acid shot disintegrated them.

"No, wait. You're the Hypno Hustler, am I right?"

"How can you not remember who I am?! You punched me in the face!" Chemistro shouted in fury. Like, seriously?! How could he not remember him, he and Hawkeye both escaped from the same prison!

"Yeah, that doesn't really narrow it down, pal," taunted Hawkeye, which was true, he punched a lot of people in his time so asking him something like that would likely expand the list he already made. But at the moment, he was going to get a nasty surprise, "and speaking of pals..."

Chemistro felt someone tap his helmet. Looking behind, he saw the barrel of a sub machine gun pointed right at him. The holder was one of those Autobots that works with the Avengers. A cocky grin on the alien's faceplate, "Hi, there." greeted Crosshairs, however, instead of intimidated, Chemistro only laughed.

"Did you seriously think I would be caught dead here alone?" asked the chemical villain. Crosshairs raised an eyebrow, but suddenly, a spiked flail came out of nowhere and wrapped around Crosshairs' arm, yanking him away from Chemistro. The sharp spikes dug into his arm, drawing Energon and causing Crosshairs' to hiss in pain as he looked to where the owner of the weapon was.

Twenty feet away was Sideways.

"Nice try, Avengers," scoffed Sideways as he pulled the flail back and swung it casually by his side, "but we got too much riding on this to let you all screw up." His left arm changed into a six-barrel gun, "so you're gonna have to go away."

* * *

 

**_Russian Cemetary_ **

"I'm warning you, Avengers. Back off." ordered Wonder Man, standing by a Norn Stone as it floated in the center of a cemetery. He was paired with Shadow Raker, if it was to make sure Simon actually did his job, or if the merc just decided he was going to cut off loose ends, it wasn't really known. But what was known to Jazz and Black Panther was that the two villains were in the way of keeping the Earth safe.

"I'm sure they'll leave with that attitude." snorted Shadow Raker as he pulled out two swords, Jazz took out his Nunchucks while his visor flipped down.

"I'll keep the big bug busy," offered Jazz as he kept the merc in his line of sight, "you see what you can do about Simon." with that, Jazz charged right at Shadow Raker, the merc charged as well and the two became locked in combat. Exchanging blows and blocking strikes, while also performing some impressive acrobatic feats. But for some, it was a minor distraction as T'Challa approached Wonder Man.

"I can only assume the other Masters have been dispatched to the six other locations," queried Black Panther, keeping his attention on Wonder Man and the reluctant villain's off his teammate, "Tell me, what is Zemo's interest in Asgard?"

"Zemo, he-it...ugh. It's nothing you can stop." answered Simon, looking at the Norn Stone resting on a fragment of a headstone. However, while it was a somewhat worrying notion, Black Panther took notice of something else about the man.

"I hear the doubt in your voice," informed the hero, "Whatever Zemo is planning you obviously have reservations."

"You don't understand," sighed Simon sadly, looking at the stone. But despite this, Black Panther cut in.

"What, that Zemo is keeping you alive?" guessed T'Challa, earning Simon's attention, even as Jazz and Shadow Raker fought, "I believe that Wakandan Science and Cybertronian ingenuity could solve your problem as well." Stepping towards the villain, the king held out his hand in a sign of peace, "Come, let is discuss this like rational men." But that was very hypocritical as behind his back, Black Panther brandished his claws if it for insurance or just so he could get in close and dispatch with Simon so he could get to the stone, it wasn't very clear. But intentions were clear and obvious with Warpath and Hulk in the Canadian Wilderness.

* * *

 

**_Canadian Wilderness_ **

The two bruisers Hulk and Warpath were sent to Canada, particularly to a lake shore where Executioner was waiting for them. His axe resting in the sand as he stood similarly to a sentry guarding a gate. Warpath saw the Asgardian and eyed the axe. He always wanted one, and maybe, just maybe, if he beat Skurge, Nova could let him keep it.

"I got him." said Warpath, reaching for his back where a small handle emerged. Pulling it out, a hammer came out. It had a long handle but the head was a bit small in proportion to the length of the handle. Warpath took one step, but Hulk stopped holding out a big green hand. "No. He's mine." He growled. Hulk leapt over to the island in a single jump, landing behind the man and the two began trading titanic blows. The axe clearly wasn't of human make due to its ability to spit ice and fire at the Hulk; an Asgardian weapon.

"No. He's mine." He growled. Hulk leaped over to the island in a single jump, landing behind the man and the two began trading titanic blows. Each one sent out a small shockwave, causing small waves for spread out from the island around it. Warpath was getting a little impatient and concerned for his green buddy.

The Hulk was getting absolutely pummeled by the thing, tanking hit after hit and somehow still managing to stand. Though granted, not much could hurt a giant green rage monster with extremely dense skin and super strength. It was only his dense skin that was keeping the magic axe from slicing him like a loaf of bread. One final hit sent Hulk flying and then sinking to the bottom of the lake, leaving the red camo Autobot to handle an extremely peeved and powerful Asgardian.

"Hey buddy, didn't you hear?" shouted Warpath, his body's plating began to shift, leaping forward, he transformed into his tank form, an M1 Abram, "Never bring an axe to a gun fight!" With that, the red wrecker fired.

* * *

 

**_Norway, Hydra Base_ **

It had been a rather short trip for the two Avengers, but before the two departed, Nova took a moment to get into his Hyper Mode, having the oddest feeling they were going to need it. But inside the base, it was well and good abandoned, and no sign of any remains that would suggest that anyone had been here recently. The destroyed and poorly maintained devices that Hydra used back in the war were still here. Covered in cobwebs, some rust, and a very thick layer of dusty. Pieces of equipment were strewn all over the place. But if Jarvis's scans were wrong, then that would be a travesty because inside a wrecked piece of machinery was a glowing stone with an odd symbol on it.

"There." pointed Nova towards the main conductor; if the machine he saw was the one Steve had described. Thor saw where Nova was pointing.

"Aye," agreed Thor, but upon closer inspection, he gasped at what he saw, "It is a Norn Stone."

"Norn Stone?" repeated Nova, having heard of it during his studies in the Prime's realm, but right at the immediate moment, he didn't know what it was.

"Yes, this is the source of the disturbances detected by Iron Man's computer," revealed the Prince, going into further detail on what they were, "It is a Norn Stone, an artifact of Asgardian magic created by Asgard's most powerful sorceress:"

"Karnilla, the Norn Queen." realized Nova, suddenly things started to make sense, why Karnilla suddenly appeared in the Hall, why she tried to speak with the Avengers. But for those reveals, it didn't answer the question why she wanted to see him specifically. But it seemed like Thor and Nova weren't as alone as they thought because a voice suddenly echoed through the chamber.

"You insult me, Odinson," said a very familiar voice. Nova snapped his battle mask shut and whipped out his sword while Thor hefted his hammer, both heroes looked around until they found a veil of green mist appear in the air and float down to reveal Amora, Zemo, and Shockwave, "Karnilla's power is nothing compared to mine."

"Such a statement is false," corrected Shockwave, "it would be illogical to seek out the Norn Stones in order to complete our task if you possessed the power of which you speak."

Amora glared at Shockwave, ruining her entrance, but he did have a point: it would be very redundant to seek out more power to accomplish a task when you already have the means to do it yourself. However, Zemo did not care enough to take notice of the remark, or he did and ignored it. Before them were two Avengers who needed to be restrained.

"Dynamo, shut down the Avenger's communications." ordered Zemo into his comm. Looking down at his I.D. card, Thor saw the screen with his picture on it flicker off. Nova tried his own comm.s but was met with static. Putting his card back, Thor glared angrily at Amora.

"What is the meaning of this Enchantress?" demanded Thor, getting tired of seeing the witch interfering with the lives of his comrades, and she needed to pay for what was done to Nicholas, "Why have you brought the Norn Stone's to Midgard?"

"Midgard was once the center of the nine realms," answered the Enchantress, "I am going to make it the middle realm once again. The stones are going to tear down the walls between Asgard and Earth." Hearing this, Thor narrowed his gaze as he marched towards the two. As soon as Thor began to move, Zemo drew his pistol and took aim at Thor.

"You are more of a fool than I originally thought Zemo." scoffed Thor as he saw the weapon. But to Nova, he suspected something was wrong. On top of the pistol was a glowing green gem, radiating with a familiar power.

"Thor, wait," ordered Nova, but it was too late, Zemo pulled the trigger and blasted him back. The Odinson was sent flying where he crashed into several consoles, crushing them under his weight and from the force of the laser, "Thor!"

"Do not suspect that you have not been anticipated, Prime." said Shockwave, pressing several buttons on his left cannon. Nova spun around to see the scientist take aim at him. From the barrel of his Hyper Flux Cannon, a wide green laser erupted from the muzzle and blasted Nova through a wall. And to make matters worse, the other Avengers weren't fairing well either.

* * *

 

**_Mexican Jungle Cave_ **

"What do you mean all communications are down?! Why?!" demanded Iron Man as he hovered in the center of the cave, trying to shoot Laser out of the air, but he was moving too fast for his armor to get a proper lock on. But that still didn't stop the inventor from trying to shoot Laser out of the air with his own skills, but so far, he'd have better luck shooting a snowflake with a pea shooter.

_"External Interference."_

informed Jarvis, revealing the cause of the break in comms. While it was his duty to ensure the Avengers operate as a proper team, the A.I. could only do so much and was not a miracle worker.

Scowling in annoyance, Iron Man tried to vent his frustrations by taking out Laser, but the villain was whizzing all over the place, shooting from one place to another in the blink of an eye. Every once in a while, he would attack Iron Man from behind, using hit and run tactics since a frontal assault would not end well for him. Slamming into his back, Laser sent the Avenger into a spiral, which he used to his advantage as Iron Man tried to follow the momentum and aim his Repulsor at the villain. But Laser was already gone bolting to another angle where he smashed into the inventor's back again, sending Iron Man flying down close to the ground where the Norn Stone hovered. Then in a sudden pulse of Energy, Laser formed his body, the wave of the pulse sending the Avenger to the ground.

"Having fun yet?" asked Laser, mockingly as he was actually enjoying beating Tony Stark into a pulp.

"What are you even doing here, Parks?" demanded Iron Man as he stood back up,"What is it you're even after?"

"Zemo wants something. Don't know what. Don't care," snapped the photon based supervillain as he glared down at his target, "Because I'm doing exactly what I want: turning you into a smoking pile of ash." With that, Laser burst into energy and sped right towards Iron Man. Round Two. And the other Avengers weren't fairing any better. Wasp and Bumblebee were holding up against Abomination, the cop getting in several punches but was ultimately beaten to the side as the gamma villain tried to crush Wasp. In an amazing turn, Wasp was able to shoot up the side of the ice cave, bringing down a small avalanche onto him. This served as a semi solution because it kept Abomination down for about twelve seconds.

* * *

 

**_Canadian Wildernesses_ **

In Canada, Warpath was brawling with Executioner, Hulk still a bit incapacitated, but was ready to join the fight when he came around. The rookie learned the hard way that ranged weapons weren't going to work against the Asgardian so he transformed back into robot mode. Using a hammer he was given by Nova, he was blocking and meeting strikes from the Asgardian mystic weapon. So far it was a stalemate between him and Skurge.

* * *

 

**_Norway, Hydra Base_ **

It was a heated battle between Nova and Thor against Zemo, Shockwave, and Amora. Thor was busy taking on Zemo, the purple villain taunting the Prince with a small monologue that he planned on Iron Man splitting the Avengers up, and that his masters would beat them. And so far, he was partially right. Using his sword, given a mystical improvement by Amora, the blade was able to slice through an Asgardian's flesh just like a regular sword with a human. But as the Odinson and the former leader of Hydra battled, Nova was busy fighting Shockwave.

The scientist was keeping his distance from the Prime, using his cannon to fire shots at Nova. Each shot was dodged or deflected by him, but that still kept him away from Shockwave. At least until Nova dived right at Shockwave, rolling in close to the scientist to put the Decepticon's cannon into an arm bar. "Why have you joined the Masters and Zemo?" demanded the Prime

"Why have you joined the Masters and Zemo?" demanded the Prime as he kept Shockwave in place, "Why abandon the cause you were so loyal to for so many years?"

"The Decepticons have been declared disbanded," was the reply, "Logic states that for my own survival, I join a powerful group that possesses a high probability of success."

"The Masters are a waiting time bomb, none of them are apart of this by their own will, they all have their own agendas and will not hesitate to drop anyone including the others to get it." pointed out Nova as he performed a judo throw and slammed Shockwave into a console. The metal crumbled under the weight and force of the throw, but the scientist was barely fazed.

"Indeed they are." Shockwave agreed. This sent Nova through a loop but he really shouldn't be surprised, the Decepticon is one of the coldest and most logical of the entire army. It would make sense that he would follow what was logical and if taking countermeasures against his own team to ensure his own goals reach fruition, then that's what he would do. But thanks to the moment of thought, Nova felt a stream of pain slam into his back.

Turing around, he saw Amora firing a concentrated beam of magic at the Prime. Raising his sword, Nova used the energy that flowed through it to create a makeshift shield, blocking the magic. When the attack subsided, he was about to fire a ray of lightning at Amora when a pained cry echoed through the base. Looking to his right, Nova saw Thor hit the ground, groaning in pain as Zemo held a smoking pistol. Nova's shock to see Thor down left him wide open to a massive pulse of magic from Amora. The wave sent Nova flying right across the entire chamber where he smashed into a wall.

Falling to the ground, Nova transformed back into Nick, the attack had caught him off guard. Pushing himself up, Nick felt mystic bonds form around him and gently carry him to where Thor lay unconscious on the ground. Shaking his head groggily, Nick felt his feet touching the ground and Amora looking right into his eyes: a seemingly disappointed look in them.

"Fool," sighed the Enchantress as she ran her hand on his cheek, "You had your chance to escape this." Her eyes suddenly began to glow emerald and Nick felt himself being suspended into the air, "But you turned your back on me."

"I did not do such thing, you tried to control me, make me something that I am not." retorted Nick, a huge feeling of conviction lacing his words.

"Even so, for your sense of honor, Earth will pay the price." finalized the witch, raising her hand to the Norn Stone. The mystic artifact shined brighter, and it wasn't just happening here. Across the world, at the other six locations, the Norn Stones began to activate their power, unknown to the heroes and villains. But despite not knowing what was happening, the effects of the spell were taking effect. Waves of energy began to collect at each location, then suddenly, a massive ray of energy shot into space.

Six beams of magic shot into space. Each realm was being pulled towards Earth, but surprisingly, the rays of energy formed in the shot of a tree Three realms connected by a single beam of energy that spider webbed out just like the roots of a tree. The other realms were above the Earth, creating the canopy. In all honesty, if you had been far enough away you would see a dazzling display of magic, but on the surface, the Avengers were in for a different treat.

* * *

 

**_Arctic Cavern_ **

Wasp was not having a very good day and neither was Bumblebee. Both of them knew the risks of the mission and they were willing to take them, but they weren't exactly liking what was happening right at the moment. Bumblebee was pinned underneath Abomination's chunky foot while Wasp was nearly being crushed in his grip. The gamma villain laughed mockingly as he leered down at the heroes trapped in his clutches.

"Say 'Goodbye', bugs." sneered Blanski, applying more pressure to his grip and putting more weight onto Bumblebee. The cop and the Avenger both groaned in discomfort, both wishing they had done a few things, wished they hadn't done others. But above all, they regretted not settling down with someone. Granted in Jan's case, she did find someone, but they never really settled down when she and Hank became Avengers. But it seemed like neither of them were going to see each other again. Jan wished she tried harder to stop Hank from leaving, she wished she had offered what Nick suggested, she wished Hank was here right now.

And in life, some wishes do come true because Abomination was suddenly punched away by a gigantic fist before was punched into the ground by another. Wasp had been tossed away when Abomination took the first hit, also getting him off Bumblebee who gasped for air. Groaning as they sat up, Wasp was the first to see their savior, someone who she didn't think to see here. In his largest form, Giant Man was crouched down low, his fist in place where Abomination was while a furious and determined expression was on his face. It was an amazing sight to see, the scientist had snuck through the Groundbridge with them because he didn't want to see Jan get hurt. The heroine felt so relieved to see him here, but that relief began to fade as Giant Man's fist began to be pushed back.

Underneath the massive appendage, Abomination was pushing with all his might to get the fist off him, but this may have been a poorly thought out action. As soon as Giant-Man felt himself being pushed back, he let out an angry scream as he began to mercilessly punch Abomination into the ground, each blow cracking the ice. Bumblebee was practically stumbling from the vibrations and Jan saw this. Flying down low, she picked him up and despite her small size, was able to carry the cop away from the ground as Giant-Man continued his beating.

After a minute of near senseless beating, Hank was able to catch himself for what he was doing and stop. His angered expression fading to one of guilt as he saw Abomination looking up at him, in pain as he breathed heavily, barely conscious. Seeing that the gamma villain wasn't going to be an issue, Giant-Man turned around to glance at Bumblebee and Wasp.

"Are you okay?" asked the giant, and though his question sounded like he was asking both, he was more concerned for Jan.

"Yeah, we're okay," answered Jan, her somewhat worried expression vanished in the blink of an eye as she realized something, "Hank! I can't believe you came! And-"

"Uh, I hate to mess up this moment," interrupted Bumblebee, not liking what he was seeing from the Norn Stone, "but I think we may have some problems."

Looking to where the Autobot was gazing. The Norn Stone was glowing brighter, the once white glow was now a shining blue, rings of energy formed around the stone, similar to the atomic symbol. The symbol began to glow brighter, then waves of energy began to ripple across the air, like the waves on a pond when you toss a stone into it. As the wave continued to wash over the air, three giant figures materialized out of the air. Standing well over eighty feet. These giants had snow white skin, long white hair, massive spikes emerged from the shoulders and navy blue armor. If they knew it or not, these were the Frost Giant of Jotumhiem, and they seriously felt like their chances had gone down.

* * *

 

**_Amazon Jungle_ **

In the Amazon jungle, the same was happening here like in the Arctic, only this time, it wasn't frost giants. But unlike the arctic, the when the waves of energy passed over the trees, they began to glow. The heroes and villains stopped to look around, completely confused as to what was happening.

"What's going on?" asked Chemistro, he never did quite understand magic but this was weird even for him.

"Wasn't this your idea?" pointed out Crosshairs, momentarily forgetting about Sideways who was also just as confused. From the tree branch they stood on, a burst of gold particles shot out, both Cybertronians watched in awe and shock at the particles, but there weren't just particles.

From the tree branch they stood on, a burst of gold particles shot out, both Cybertronians watched in awe and shock at the particles, but there weren't just particles. Scampering through the forest, Hawkeye could just make out some figures, they looked pretty close to human, but something was off about them. Looking around, Chemistro jumped slightly when he saw what appeared to be a tiny glowing golden woman with butterfly like wings. Tiny sparkles floated around her as she flew away.

That's when the figures Hawkeye had seen earlier emerged from behind a few trees and branches. With a better look, he could see that these 'people' were actually elves, not the short elves, but the ones you would see in the book, Lord of the Rings or something like that. Each elf carried some sort of weapon and nearly all of them had long snow white hair and medieval clothing.

"This planet is so weird." moaned Sideways as he didn't know how to process what was happening.

* * *

 

**_German Ruins_ **

Back in Germany, things were hardly going well for Captain America. He did know that technology could give someone a serious advantage, but he knew that skill would beat any tech. But right now, Crimson Dynamo was making him eat his own words, slamming him into the stone floor with his giant mechanical hands. During the fight, Cap had lost his shield thanks to a well-delivered uppercut from the Iron Man copy cat. However, before the villain could land the crushing blow, he began to hear faint whispers.

"Who's there!" shouted Crimson Dynamo, seemingly to thin air, "show yourself!" Looking around, the villain began to panic slightly, he never was one to be frightened, but this place. This castle. It unnerved him as it is. But while the armored juggernaut looked around wildly, Cap was pretty confused as to what was going on. That's when the mist began to take form, swirling around in a collection. The mist then began to solidify, forming into what could properly be seen as actual specters. Crimson Dynamo was about to be in for the scare of his life.

* * *

 

**_Norway, Hydra Base_ **

This may very well be the end of the Earth. The creatures from the other seven realms that were being affected were drawn in, creating a single realm. Humanity would have very little chance of survival against these magical creatures. But that was not Zemo's problem. Inside the base, he was watching in eager anticipation as Amora continued her spell to merge the realms together. A massive geyser of golden energy was blasting into the sky, wind whipped around in a howl, and Nick could only watch as Zemo was likely making the worst mistake of his life.

"Zemo, if I know you, then you know that Amora will betray you," stated Nick, causing Zemo to look behind him as the Prime was Still suspended in the air. On the ground, Thor was still unconscious, the magic shot he took really did a number on him, "She will bend and twist whatever she wants to suit her desires. Trust me, I know."

The masked demon chuckled as he reached into a bag that he had been carrying with him. Shockwave standing by Amora side, observing the flow of magic, but per his agreement with Amora, he was keeping Zemo in his careful attention, "Did you honestly believe that I trusted her?" That was all Shockwave needed. Turning around, the scientist locked his attention onto Zemo.

"And did you believe that she had not anticipated this?" retorted the Decepticon as he suddenly shot Zemo, sending him flying back as the bolt blew his arm off.

"NO!" shouted Nick, while he did not like Zemo for all he did, even he didn't deserve being shot like that. When the shot went off, Amora began to laugh in amusement as she directed her attention away from the spell and towards the injured mortal. Looking down as her 'ally' withered in pain.

"Oh Zemo, how it must feel to be betrayed by one of your most useful participants," sneered the woman as she looked strolled over to him, "Shockwave can be more useful than you think. And his mind, even more useful. He knew that you would eventually betray me, which is why he informed me of what you had planned. A shame you did not realize that sooner."

With that, Amora returned to continue her spell, for her master. As she continued to hold power, Zemo glared in pure hatred at her. He was so close. SO! CLOSE! How dare she take away what she had promised?! He has fought for years, endured the pain of Virus X, transformed his body numerous times to combat the disease! WHY?! WHY DID HIS MOST LOYAL FOLLOWER BETRAY HIM LIKE THIS?!

While Zemo continued to loathe the woman and Cybertronian with every fiber of his being, Nick watched in horror. The world was going to fall under the control of whoever the master of Amora was. And interestingly, whoever it was had also managed to convince Shockwave to join his cause. But wondering who did this was not going to change that. Nick needed a plan, and fast!"

* * *

 

**_Canadian Wilderness_ **

Back in Canada, things had gone extremely quiet. Hulk, Warpath, and the Executioner were nowhere to be seen. Had the fight moved somewhere else? It did not when the body of Skurge suddenly erupted from the lake and hurtled far off into the distance and over a mountain. The Asgardian was still alive, but very, clearly, unconscious. Strolling out of the lake, Hulk and Warpath walked out, water dripping off their bodies. Clutched in Warpath's right hand was the Executioner's axe, having made it pretty clear that he wanted the shining weapon.

"Huh, light weight." muttered Hulk, slightly disappointed that Skurge went down so easily. The comment was lost on Warpath as he adored his new weapon.

"Cool toy, though." disputed the wrecker as he gave it a few practice swings, getting the feel of the weight. Hulk grunted, not really caring, but that's when they both heard something.

Hulk grunted, not really caring, but that's when they both heard something. Looking around, they saw a huge wave of water rush into the air, rising higher and higher while streams emerged from the wave. Like tentacles, several figures formed and began to flail in the air like the tentacles of a Kraken. Seeing something new to smash, Hulk growled raising his fists while Warpath took his new axe in both hands. Seemed like there was more to break.

* * *

 

**_German Ruins_ **

In Germany, if anything was breaking, it was Crimson Dynamo, the villain watching in mounting fear as several ghostly figures drifted towards him. He had never felt this scared since he became the villain he is now. Having completely forgotten about Captain America, the juggernaut feebly tried to fend off the specters.

"Nyet! Stay away!" screamed the Russian, waving his hands at the ghosts in some hope to keep them away. But while Crimson could see the specters, Captain America couldn't see them and thought he was talking to him.

"I'm afriad I can't do that Dynamo." replied the Super Soldier as he tucked in his legs and vaulted off his hands, propelling himself right at the glass dome that shielded Dynamo's head. Looking down at the last second, he saw Captain America heading right for him, but couldn't get out of the way in time, resulting in the dome being shattered. The impact also knocked him onto his suit's back where he lay as more spirits began to swarm him.

"Nyet! NYET! PLEASE!" begged the villain, completely petrified in fear as the specters began to converge on his exposed head. A terrified scream erupted as Dynamo feared for his life. But while he cried for mercy, Cap just watched as the man withered in terror.

"Always stay focused on the matter at hand," suggested Cap, before narrowing his eyes, " _Comrade."_

While Cap may have made a little joke, it was a little rude, but at the moment, politeness wasn't one of his concerns. It was the state of his team. If he had been attacked, then there was a good chance that the others had also been attacked. He needed to contact them. Just as he thought that his I.D. card went off, signaling an incoming transmission. It was from Ant-Man.

_"Anyone listening?"_ asked the pacifist, who oddly sounded strained,  _"we've got a big problem here!"_

* * *

 

**_Amazon Jungle_ **

In the jungle, the battle had once again picked up, Crosshairs was shooting his SMGs at Sideways, the Decepticon used his flail to the absolute best, deflecting the bolts with the chain and spiked weight. So far, it had been a near stalemate, both Cybertronian skilled in their own right but neither truly able to get a leg up on each other. But Crosshairs was one thing that Sideways would never be, he was braver. And he had a plan, a stupid plan but a plan.

"Screw this!" Shouted Crosshairs, finally getting tired of playing this game.

Leaping over his cover, he charged right at Sideways, the spy was actually startled by the sudden change in tactics, but moved to engaged the Autobot. Swinging his flail around, the Decepticon used his weapon to smack one of Crosshairs's weapons away, but that still left one more to deal with and that was what the hero was counting on. It was a huge gamble, but it paid off as when Sideways struck his weapon, it was sently tumbling right towards him. Unknown to the con, Crosshairs had stuck a grenade to the side.

"Have fun with that!" Jeered Crosshairs as he suddenly jumped back from Sideways.

Not sure what the Autobot meant, Sideways couldn't react to the grenade detonating. The explosion sent the con flying through the air where he smashed into a tree trunk and left a pretty large crack. Groaning, Sideways slumped to the right as he entered stasis.

Seeing that the con was dealt with, Crosshairs glanced to where Hawkeye was, taking aim at the villain. Said villain was currently looking around wildly, trying to find the Archer, but had yet to do so. Seeing that his target couldn't find him, Hawkey smirked as he let loose the arrow. The bolt flew right towards Chemistro's hand, exploding with a special made adhesive, pinning him in place.

Trying and failing to pull his hand out from the glue, Chemistro tried his luck and took aim at where he figured the arrow was shot from. But this proved to be a worse idea than loosing track of the former SHIELD agent because Hawkeye fired another arrow, this one struck the tip of his chemical gun and caused it to back fire. The resulting backfire caused the chemicals inside the battle to splatter over Chemistro's armor and began to eat away at it.

"Hey! Help me!" He begged, desperately trying to get his mask off where most of the acid splattered, "Get this armor off me! This stuff's dangerous!"

"No kidding?" Replied Hawkeye, notching another of his trick arrows and released it.

The arrow flew right at the ground bellow Chemistro and burst into foam. Said foam quickly hardened and rendered the villain immobile just as he got his mask off. Hawkeye smirked as he saw his target beaten. Some clapping echoed behind him, and turning around, he saw Crosshairs giving the archer a round of applause.

"I could have done better, but not bad." Complimented the Autobot, or maybe it was a jab. Whatever it was, Hawkeye didn't really care about it right now as his and the Autobot's cards began to ring.

"Uh, does anyone know how to stop this, whatever it is," asked Hawkeye as he answered the call, before he glanced to his right, "there's an elf here giving me and Crosshairs a dirty look."

Sure enough, there was an elf crouched by the two, scowling at them, but for whatever reason was unknown. Seriously, for any Cybertronian who came here, be warned, this planet is weird.

* * *

 

**_Russian Cemetary_ **

The fight in the boneyard could have gone as well as you might expect. The Avengers were proving that even if they were divided, were still better than the Masters of Evil. Black Panther was crouched behind the fallen remains of a large headstone, keeping Wonder Man in his line of sight as the forced villain flew through the air in search for him. When the Ionic being passed over the king, T'Challa took this chance to strike, leaping on top of a headstone, he launched himself right at Simon. In his hands were two Vibranium daggers poised to stab Wonder Man.

The sharp tips plunged into the former CEO's back, causing him to cry out in pain as he crashed into the ground while Black Panther leaped away. Flipping up, Simon fired a bolt of Ionic energy, blowing up several graves and nearly hitting Shadow Raker in the process.

"Watch where you are firing!" Snapped he merc, glaring at Wonder Man, the glarenturned into confusion as he suddenly felt something grab his legs.

Looking down, he saw several shadowy limbs emerge from the ground, taking hold of his body. Self preservation kicked in as he slashed his swords at the arms and once they were gone, used his wings and flew up onto a tomb off of the reach. Looking around, the heroes and villains saw a mass of creature emerged from the ground. They were the Dark Elves.

"What is this?" Demanded Wonder Man as he looked around, seeing more and more elves emerge, "what's happening?"

"Exactly what Zemo wanted, pal." Replied Jazz, holding onto the side of a tomb, not the same one as Shadow Raker.

"That is likely," agreed Panther as he saw more Elves emerge, "but now is the time to ask yourself, Simon Williams: do you truly believe that there will be a world left to live in if you help Zemo?"

Looking down, Wonder Man realized that he was right, there was no way that any person could live with all this, and while he was still at Zemo's beckon call, he could still retreat and come up with some excuse. Turning around in the air, he flew away from the fight, not willing to cause the destruction of the entire world. Watching him go, Shadow Raker frowned.

"Guess this part of the job is up to you guys. Have fun." Snarled the Decepticon as he transformed into a large beatle and flew off, leaving the two Avengers to deal with a massing army of Dark Elves.

"Well," sighed Jazz as he extended his sonic disruptors and spun his nunchucks, "if we're going down, might as well do it swinging."

With that, both he and Black Panther leaped into the fray, slashing daggers, swinging nunchucks, or just blasting sonic waves, it didn't matter. They were gonna give these things one heck of a fight.

* * *

 

**_Mexican Cavern_ **

Iron Man was in his own fight, barely holding out by himself against Laser, but still, he was making some progress. He knew Laser was made entirely of energy, he knew that any physical attack wouldn't make much head way. He needed to get rid of him, not fight him. Keeping his attention focused on Laser, Tony knew exactly what to do in order to beat Parks.

"Jarvis! Begin energy absorption!" Ordered Iron Man as soon as he saw Laser speed right towards him.

Hands raised, Tong braced himself as his repulsors began to draw in energy. That's when Laser made contact, but unlike the other times he struck Iron Man, his body bounced off him in a brutal impact, but this time, Parks only cried out in fury as he was absorbed into the armor. Energy raced across the suit as Tony gritted his teeth in pain as he felt he Arc Reactor in his chest spasm from the rush of power and from the painful electrocution.

"Energy release!" Gasped Tony, the amount of power close to overloading, "Now!"

From the the center of his best, a massive beam of energy erupted and shot right towards the sky. It was about as large as the beams that were coming form the Earth as the seven realms were drawn in. At the tip of the beam, Laser was screaming in fury as he was blasted to who knows where. The offload of power left Tony exhausted as he fell to his knees, groaning. He really, really,  _hated_  magic. He needed someone to give him some advice.

"Thor? Thor! Nick!" Addressed Iron Man, trying both Avengers, "Nick, is there any way we can shut these stones off?"

Unknown to Iron Man, several glowing eyes appeared in the darkness behind him as he tried to contact either hero.

* * *

 

**_Hydra Base, Norway_ **

Back in the base, Nick was coming up with any possible solution, Thor had regained consciousness but was immediately restrained and his hammer blocked inside a magic dome to keep him from using it. Floating beside him, Nick was perfectly still, eyes closed as he was concentrating. He needed to defeat Amora, he needed to save his family, he  _must_  save his family. He finally found someone he could love, someone he could spend the rest of his days with. He wasn't about to lose that.

"Your species fascinates me, Asgardian," informed Shockwave, striding towards Thor where he raised his cannon to fire at the prince point blank at the chest, "you have no more value to Amora. But your body will have use to me."

**"No,"** stated Nick, his voice changing dramatically. It turned into a deep thunderous voice, coupled by undertone of several others,  **"Neither you nor Amora shall harm my family."**

With that, Nick's body glowed white, a blinding glow that had Amora looking away from her progress to look up in awe as she saw the raw power emerging from the teen. Suddenly, the energy spiked and a massive wave of energy erupted, the wave sent Shockwave flying, knocking down Amora, and blowing Zemo back a few feet. Thor who was right next to Nick took the worst of it and was blown close to the gyeser of magic. A huge cloud of smoke was thrown into the air, but it was quickly and progressively settling.

Weakened but not out of the fight, Shockwave rose to his feet and fired at Nick. The Prime merely backhanded the bolt, deflecting the attack and sent it right back at Shockwave, blasting him to the ground by his own shoot.

"Avengers!" Called Thor, rising to one knee as he addressed all his teammates, his family through his I.D. Card, "No matter the cost, you must destroy the stones! The fate of the world depends on it!"

**"Understood."** Replied Nick, transforming into Nova as he sprinted right towards the Norn Stone, taking out his sword. Across the world each Avenger was charging right towards whatever stone they had, using either their stings, shields, repulsors, arrows, axes, daggers, nunchucks, SMGs, or fist, it didn't matter; the stone must be destroyed.

Amora was getting back to her senses when she saw the Autobot charging right towards the stone, sword in hand. Her face changed right into shock as she saw her former love charging in to end everything.

"No!" Begged Amora, thrusting her hands out to somehow stop the Prime, "NO!"

A huge war cry erupted from the Prime's mouth, leaping into the air, he brought his crackling blade down onto the stone, and then, there was a flash.

* * *

 

In space, he nine realms suddenly stopped, the energy from the Earth halted and disappeared. One by one, each world vanished. The magic that had once surrounded the Earth vanished as well, and the world was silent.

_"All magical activity has subsided. Threat level: 0,"_ reported Jarvis from the Avengers Mansion. Inside, Ratchet was practically chewing his fingers with worry. Hearing that the event had ceased sent a wave of relief through his body. He sighed as a huge worry left, but he still had one more left. Turning around, he saw that Karnilla had still yet to wake, but he couldn't rush a patient, he must wait and be patient.

"Jarvis, can you make contact with the Avengers?" Requested the doctor.

The A.I. took a moment, but came back with some troubling news, " _Connection to Iron Man Armor: lost. Connection to Avengers I.D. Cards: Lost. Avengers Bio-Signatures: Lost. Connection to Autobot life signals: Lost."_

"What?" Gasped Ratchet, not sure if he heard the A.I. correctly. What did he mean the connections had been lost, "How is that possib-"

Ratchet trailed off when he heard a soft groan. He spun around to see Karnilla starting to wake from being unconscious.

"Where...where am...," asked the queen. Ratchet immediately went to her side, assuming his human form as to not startle her.

"Please your majesty, you must rest. You are with allies." Reassured Ratchet as he gently laid her back, "You arrived here not too long ago and you were greatly injured and exhausted."

"I must find the one called Prime." Gasped Karnilla as tried to sit up, but Ratchet kept her in place.

"No, you must rest. I know the Prime of which you speak, he is my friend." Ordered Ratchet, though he used a gentle tone as to avoid angering he sorceress.

"I must warn him, about Amora's master." Pleaded Karnilla, still trying to get up, but her own exhaustion keeping her down.

"Who is her master?" Asked Ratchet, something that the other Avengers had to know. But, it seemed like it wouldn't really matter because two of them were already going meet him.

* * *

 

**_Asgardian Throne Room, Asgard_ **

The wave of energy from the Norn Stone had struck him like a wrecking ball. Nova didn't know how long he or Thor were out, but he did know this: the wave of energy hurt. Pushing himself to one knee, the Prime used his sword as a support. Looking to his right, he saw that Thor was flat on his face, coming around as well, their bodies smoking from the energy release. However, if he was just tired from the blast, or if he truly felt this, a wave of dread washed over his Spark.

Slowly, he shifted his face from his comrade, looking forward, he saw something, or rather someone that made his Spark stop. Sitting in a golden throne, a massive figure, roughly around thirteen feet tall (if he was standing), painted a dull grey around his legs, black accents across his chest, his shoulders were completely black and on both his arms were a fusion cannon. Large claws gripped the arms of the throne while the tips nearly dug into the arms. A large Decepticons insignia was stamped in the center of his chest. The face was covered by a full mask with two massive horns rising up. Four vertical blue lights were connected to the mask while a guard protected the mouth. The figure sat watching his two guests as they suddenly arrived, but his attention was in Nova

"I-It cannot be!" Gasped Nova in pure shock and fear.

"But it is,  _brother,"_ stated the hulking Cybertronian, then the figure stood up, his mask retracted back over his eyes, revealing the blood red optics and pale face. On his chin, there appeared to be some sort of goatee, black and seemingly well trimmed. A wide, sadistic grin on his faceplate, "At long last! Megatronus STANDS TRIUMPHANT!"

**_To Be Continued..._ **


	26. The Fall of Asgard

**_Chapter 26: The Fall of Asgard_ **

**_Alfheim_ **

When Clint joined the Avengers, he knew he would likely be getting into a lot of strange and just plain dangerous situations. But stopping magic rocks from bringing Elves, pixies, and whatever else he saw when the Norn Stone activated was nowhere in the job description. But to be fair, half the stuff he already saw was in it. Meaning Hawkeye, the Avengers expert marksman, should have guessed that some sort of magic would occur. And occur it did.

A throbbing pain pulsed in his head as Clint rubbed his eyes, trying to relieve the ache. Not far away, his Autobot partner was also coming around, muttering a few swear words in Cybertronian and something about Scraplets. His armor was extremely scuffed up and scratched like someone had used a grinder and then blasted him with a flamethrower because there were numerous scorch marks. Long story short, Crosshairs looked like he could have seen better days.

Blue optics were flickering madly; Hawkeye didn't know a lot about machines, but he guessed that they were trying to re-adjust after the bright light, like how a person blinks a few times after a camera flash so that their pupils can re-adjust and re-size themselves to work with normal lighting again.

Then the two noticed the sky above. It was night time; it had been day time when they destroyed the Stone. How long had they been out of it? But the sky wasn't normal. It contained objects that looked like something out of a cross between a sci-fi and fantasy movie- weird planets, strange clouds, and all of that.

"What the scrap just happened?" Complained Crosshairs as he stretched out, hearing a few clicks sound as he stood up.

But before he could get an answer, a thundering sound echoed through the forest they were in-similar to that of hooves if you listened carefully. From the forest, three horsemen came riding out, both Hawkeye and Crosshairs got out of the way, not wanting to be trampled. However, the riders definitely weren't human. They wore light green armor, carried a bow, a quiver of arrows, and small short sword; their ears were long and pointy and their skin was paler than normal.

"Hey, watch it!" Shouted Hawkeye angrily, sounding like an actually New Yorker.

However the Rider merely pulled in the reins of his horse to stop the animal so that he may turn around and face them, "I'd suggest you and your metal ally run, archer! The Fallen's forces move swiftly." With that, the lead Elf snapped the runs and the horse took off.

"Hey! You, with the ears!" Shouted Hawkeye as he tried to get their attention, "What is this place? And who's The Fallen?"

"Oh-no." Moaned Crosshairs as a look of shock, fear, and disbelief was he dived his face.

"What?" Asked Hawkeye, a little confused to hear the Autobot gasp in fright.

"The Fallen is what we call the Prime that betrayed his brothers and killed Solus." Answered the specialist, rubbing his face.

Hawkeye's eyes widened in shock: Megatronus, the Prime that killed his best friend and attacked his brothers is here?! This was not good at all. However, the time for gripping and cursing luck was far from the present as several low and hostile growls sounded behind them.

Both Autobot and Archer turned around to see several glowing red eyes emerged from the shadows of the trees. From the darkness, seven wolves emerged, but these weren't like the wolves that Malekith had under his control. These looked half organic half machine, robotic limbs and jaws were where the original limbs should have been. A long mane went down their backs as each cyber wolf snarled at the two.

"Hawkeye, how good's your balance?" Asked Crosshairs quietly while they continued to back away as the wolves continued forward.

"Why?" Replied Clint, keeping his attention on the animals.

"Because hang on!" Shouted the Autobot as he grabbed Hawkeye and threw him into the air.

While Hawkeye was caught off guard and let out a surprised cry, Crosshairs was already transforming into his vehicle more. A modified green Corvette. He was about the size of a motorbike, but size did not matter. What did matter was how fast he could go. And honestly, Crosshairs' speedometer never dropped below sixty because when Hawkeye landed on his roof and clung to his frame, the Autobot shot off in the same direction as the elves.

* * *

 

**_Asgard, Royal Palace_ **

"And it was once more the Odin Sleep had returned to Asgard and the Allfather rested and restored his power," monologued Megatronus, recalling everything leading up to this moment, "However, unlike previous moments during the Odin Sleep, his favorite son, Thor was not by his side to defend him as he slumbered. The son had forsaken the golden realm to go to Earth and defend the humans he came to grow fond of."

Glancing over his shoulder plate, he saw that both Thor and Nova had lost consciousness; the Thunderer was chained to a stockade, restricting his arms and keeping him in place as chains were bolted to the floor. Not far from him was his hammer and helmet placed under a powerful shield to keep the Prince from reaching the two.

Nova, on the other hand, was practically torn apart, hundreds of slashes crisscrossed his body, multiple breaches had Energon leaking and the Prime was barely conscious. When he arrived, Megatronus hadn't given him the same luxury as Thor, just knocking him out with a straight blast of energy. No, the Fallen did something worse: he mercilessly tore Nova's Hyper Mode Armor from his body, leaving the youngest Prime injured and exhausted. His armor scattered across the throne room.

But despite his injured state, Megatronus had very little mercy and raised his hand to Nova. The Autobot rose into the air and was then smashed down, causing the injured Prime to cry out in pain and causing Thor to wake at hearing his comrades pain, "I would appreciate that you would stay conscious my brother. And the same request for you Odinson," requested Megatronus snidely, which had Thor attempting to lunge at the first Decepticon, but the chains that held him back glowed violet and prevented the Prince from getting even close, "It is rude to ignore a person while they are speaking."

"While Baldur, Sif, and the rest of Asgard's warriors were ever so feebly vigilant, defending Odin as he slept and restored his power, their minds, however, were quite frankly unprepared for the day that Odin did not awake," continued Megatronus, strolling over to the Allfather's bed, where Odin himself slept soundly, "They weren't ready for someone to find a way to take his power."

"You lie!" refused Thor, not willing to accept that this traitor has taken command of his father's power, "The Odin Force belongs to the Allfather alone!"

"Does it?" inquired Megatronus as he turned around and raised his right cannon, the muzzle began to glow blue and a huge blast of energy slammed right into Thor. The Prince screaming out in agony as he was struck by the power he stated that only Odin could control, "But it was Odin who is the true liar. It was he who kept the truth that you and Loki were not truly brothers but step-brothers. It was Odin who stole Loki away from his true father, which he then killed and took his son. Only for that son to be treated as a lesser." With that, the Fallen stopped his assault and left Thor to groan in obvious pain,

However, despite all this, one thing didn't add up to Nova as he tried to move his head so that he may look up at his fallen brother, "But...how do you possess the power? Would it not be Loki who would have attempted this take over?"

"Oh, it was Loki who discovered the way to steal away the Allfather's power, but his plans needed to be altered when you, brother, arrived," replied Megatronus, returning to his throne, "Loki was unprepared for the power that you possessed Nova, he needed a way to combat you and take control of the Odin Force. It was here, in his desperation that I, contacting the trickster offered my assistance. Though, I can't imagine why he was so surprised to discover my betrayal."

By the throne, Megatronus stooped down to pick up something. It looked like a gray rock, but the stone was far too smooth and the color didn't match any type that Nova knew of. But as the Prime looked at the stone, a wave of clarity washed over him and he wasn't alone as Thor likely came to the same conclusion based on his facial expression. He looked absolutely shocked and angered at what he saw. In the Fallen's claws was the skull of Loki Laufeyson, Thor's adopted brother.

"While he lived, Loki was masterful in the art of deceit," complimented Megatronus, or maybe insulted, "but he should have guessed that I had my own agenda. But now, the Odin Force is mine to command," to help prove his point even further, he sat down in the throne placing the skull on the right arm of the throne while he raised his left hand. He opened his clawed hand and a burst of energy sprung to life from the palm as it traveled into the air, creating some sort of image of the nine realms, "And all the Nine Realms will submit to my rule." The energy soon collected and formed a tree, Yggdrasil with Earth at the center.

"Asgard, Vanaheim, Svartalheim, Alfheim, Nidavellir; Loki conquered them all and I took command of them," boasted Megatronus while making them disappear after he listed them, causing Thor to glare furiously at him while Nova listened in mounting dread, "Niflheim and Jotunheim are under my control." the Fallen left out Mulsphelheim for obvious reasons and focused solely on Earth as he brought it to his hands. "Only Earth remains and there is no one left to stand in my way."

Nova groaned as he shut his optics, he knew Megatronus was wrong, there were others, the X-Men, Fantastic Four, SWORD, SHIELD, and the Autobots, but even then, they were outgunned. It seemed like Megatronus was right, there was no one prepared to stop him

* * *

 

**_Jotunheim_ **

If Bumblebee thought Earth's arctic regions were cold, he didn't even know what the meaning was compared to wherever he, Ant-Man, and Wasp were. The last thing he remembered before getting hit by something, like a pulse of energy from the Norn Stone was he and Ant-Man fighting against several giants wearing thick armor and had white skin and hair. When he came to, he woke up to see a freezing waste land all around him, snow steadily falling. The temperature had dropped ridiculously since then. Trudging through a canyon of ice and stone, the three were trying to find some form of shelter.

But he and Ant-Man needed to keep moving otherwise they would freeze to death before finding out where the heck they are. But the cold was drastically hampering their progress. Ant-Man's teeth were chattering uncontrollably as he held Wasp in his hands, keeping her warm as much as possible. Bumblebee was holding his arms and periodically brushing ice off his body that formed every once and awhile. But he needed to keep going, not for him, but for the others, Nick, Hank. Jan.

"How is she?" asked Bumblebee taking a moment to stop and glance at Hank.

The scientist looked down at his hands, Wasp still shrunk down to her smaller size, making her more susceptible to the cold. "We need to find someplace warm and quick," replied Hank, closing his hands up again to contain her body heat, "we need to figure out where we are. Pretty sure we aren't on Earth anymore. Or even in the same dimension."

Bumblebee nodded, whatever happened that brought the three of them here was likely caused by the Norn Stone. If he could guess, the plan the Masters came up with was along the lines of merging the nine other realms together to create a central realm. By destroying the stones, whatever creatures that were brought to Earth by the Stones must've been sent back by the pulse of energy that hit them. They must have been dragged along by accident.

But before any more speculation could occur, Bumblebee's instincts kicked in and he tackled Hank just as a massive ice axe collided with the cliff to their right. Looking back, Bumblebee and Ant-Man saw a giant like the ones they had fought earlier standing behind him, poised in a stance that looked like he had just swung something, likely the axe. The giant had a long beard, bald head, a white loincloth, dark blue and black armor and a black eye patch over his right eye.

"You should not have trespassed into Jotunheim, mortal and machine." rumbled the Frost Giant as he stood up straight. Two more giants stomped around to flank the first Frost Giant on his right and left. Both wearing similar armor, but they had icy helmets.

Narrowing his eyes, Ant-Man walked over to to the cliff and placed Jan down underneath a ledge to shield her from any falling debris. Bumblebee narrowed his own optics as he snapped his twin blasters out and got ready for a fight. Both he and Ant-Man shared a glance before turning their attention to the three Frost Giants.

"Jotunheim, huh?" repeated Ant-Man, recalling what the giant had said, "Well guys, I'm pretty sure you're not too interested in talking this out. And frankly..." as he spoke, the insect-themed hero pressed a button on his belt and he grew to the same size as the frost giants. Once he grew to his maximum size, he reached for the axe embedded in the cliffside and ripped out.

"Neither are we!" finished Bumblebee as he took aim and opened fired on the frost giants as Ant-Man charged right towards them, axe raised as the Giants stared at him with astonished expressions.

* * *

 

**_Niflheim_ **

As a soldier, Cap should be used to keeping a cool head in tough situations, but he honestly doubted anything he learned in basic training would cover waking up in another dimension or realm as Thor calls them. The super soldier had been wandering around the bleak terrain for what he could guess was twenty minutes. It was hard to tell with the swirling mist and the dark landscape. But he couldn't let the lay of the land get to him, he needed to find the others.

"Captain America to Iron Man, come in?" asked Steve as he spoke into his I.D. card, attempting to contact the others, "Any Avenger hearing this, respond." The card didn't activate or transmit his signal, causing him to frown, "So much for modern technology."

He needed to find something, or maybe someone he could speak with. But it seemed like this place, wherever he was had other plans. Behind him, the mist swirled together to form a figure. Steve immediately went on guard and spun around, but no one was there, but he knew better than to let his guard down. Taking his shield, he prepared to tackle whoever it was watching him. But as he readied his shield, Cap froze at who he saw.

"Manelli?" gasped Steve as he saw one of his former teammates, and sure enough, standing silently among the mist was that very man. He was wearing a standard issue shirt, the top three buttons left undone, two grenades strapped to a bandoleer across his chest while a belt with several bags went around his waist. His hair was left semi messy, but his expression was the real eye catcher. It was seemingly disappointed and actually angry. His eyes were practically lifeless as Manelli stared at Cap, "Dino Manelli? From Able company, right? You were with Jack Fury's Howling Commandos last time I saw you."

Cap lowered his stance as he approached the man, somewhat relieved to see a familiar face, but still none the less cautious. "Dino, where are we?" asked the super soldier looking for a second, but when he looked back, Manelli was gone, like he had never been there in the first place. Now, Steve was concerned, looking around the area, he began to hear what sounded like bombs falling

Now, Steve was concerned, looking around the area, he began to hear what sounded like bombs falling. As each one exploded, a silhouette of one of his friends appeared. Soon, one after another, each friend of his, the ones he had during the war appeared. A whispering echo broke through the sound of falling bombs, each one demanding why did Steve leave them to die. Why did he abandon them when they needed him most? Why wasn't he with them in the afterlife?

Steve was now for the first time since he woke up afraid; comrades he lost during the war were here. Each one demanding that he make up for betraying them. Completely shocked and afraid, he looked around as his fellow soldiers vanished in a puff of smoke. Things were not this weird back in the forties.

* * *

 

**_Vanaheim_ **

Things had been rather weird and pretty annoying for the two bruisers. After they beat Skurge, they did get his axe, but then had to fight water monsters and that was practically impossible. So when the order came into the destroy the Stone, Hulk didn't even hesitate as he took Warpath's newly earned axe and used it to destroy the Stone. But this led to new problems.

Warpath was sitting up, feeling water flow off his frame as he looked around. The area looked pretty close to where they had previously been, trees, a lake, and dirt around them. "Uh, what happened?" groaned Warpath as he stood up.

Not long after the burly camo red Autobot, Hulk burst from the water, letting out an angered shout as he looked around, ready to fight anything. But after a moment, he realized they were alone. "Where are we?" asked Hulk as he now noticed the landscape and that this was not Canada.

"Don't know, but...Wait!" cried Warpath as he spun around looking in the water, "Where's my axe!"

Hulk didn't even need to answer as Warpath soon found his new toy, the handle sticking out of the water kinda like Excalibur in the stone. Reaching for the grip, Warpath picked the axe up, it was thankfully the correct size for his frame, maybe a bit small, but he could ask Ratchet to tweak the handle to fit him. Lifting the weapon out of the water, the Wrecker smirked as he looked at the blade, the metal shined in the daylight.

But while the Asgardian weapon was magnificent, the sound of a whip cracking drew their attention. Looking to the source, both of them saw a convoy of some sort passing the lake they were in. Inside several carts being dragged by trolls were dozens of men and women, caged as several guards led the train. A whip cracked near one of the cages and the prisoners shrunk back and huddled together.

"Enough waiting. They need our help." Hulk growled as he pointed to the convoy.

"Let's stop standing around and let's get loud!" bellowed Warpath as he raised his axe and sprinted through the water towards the convoy while Hulk leaped into the air heading right for the trail of caged people.

The convoy had a relatively easy day. Per the orders of the Fallen, they had taken prisoner every man, woman, and child in Vanaheim, making sure that none could stand up to his power, and the ones who could, they placed in powerful chains. And so far, they had completed their mission and were returning to their outpost. But none of them expected a Green Ogre to crash down in front of them cracking the ground, glaring at them in fury.

"What is it?" asked one of the jailers, looking to his left at his comrade who was pulling one of the three cages, "Do they have such ugly things in Vanaheim?"

"Whatever it is, bring me its head." ordered the Leader, the one carrying the whip.

Before any of the jailers could attack the green giant, an explosion erupted at the rear of the convoy. Looking back, he saw a strange red vehicle heading right for his men. A strange barrel emerged from the front and fired a burst of some sort of magic at them.

"You ain't bringing squat!" bellowed the vehicle as it continued to fire. As it closed in, its armor began to change form and the vehicle transformed into some sort of knight, carrying an Asgardian axe! The knight charged right towards his men, axe raised. This was not going to be an easy day.

* * *

 

**_Svartalheim_ **

They had been transported, likely thanks to the Norn Stone. Black Panther was pondering where he and his ally, Jazz, had been transported to. Before the Stone was destroyed, he and the Autobot encountered several entities that appeared to be Dark Elves or the cursed spirits of the Elves from what was described to them by Wasp and the others. When he, Nicholas, Iron Man, Thor, and Bumblebee traveled to Norway to put a stop the Malekith when he opened the Casket of Ancient Winters, the Mansion and New York had been attacked by the very same creatures. If what he suspected was true, then they were in the realm of the Dark Elves.

"Any idea on where we are?" asked Jazz looking around the area they awoke as Black Panther studied the dirt.

"Based on the creatures we engaged before being transported hear, I would suspect that we are in the realm of Malekith the Accursed." responded Panther as he stood up and dropped the dirt.

Around them, bones of Elves scattered the ground as dead trees seemingly continued to grow. Jazz groaned as he remembered the Dark Elves, having nearly been frozen alive by several. He really did not like the spirits, not because they were scary but because they were impossible to hurt. However, before the Autobot could complain about it, he and Panther heard what sounded like faint whispers in the wind. Looking around, they saw a stream of black mist snaking through the air.

"Is that...," trailed off Jazz, already taking a step back while Panther just narrowed his eyes, "Are those...?"

"We must go, now." ordered Panther, a sense of urgency filling his words.

"Don't need to tell me twice!" squeaked Jazz as he transformed into his car mode and Panther jumped on.

In a matter of seconds, Jazz was barreling down in the direction away from the swirling mass of black mist. What made them retreat would have made anyone do the same. Chasing them down was the spirits of the Dark Elves, combined together to make the giant mass. You know what they say about the bigger you are the slower you are as well? That was just proved completely false because Jazz was peeling away from the mass at Ninety miles an hour.

* * *

 

**_Nidavellir_ **

He hated magic. Absolutely. Hated. It.

Iron Man never understood why Thor took so much solace into it, but he could understand that he was comfortable with the prospect having grown up with it for so long. But this? Combining nine completely different worlds into one? That's going a little far with what he's okay with. But right now Tony couldn't gripe about having a headache right now, not when he felt like he was being dragged.

He had slowly but progressively come to his senses, a small ache on the back of his head, but meager compared to the rest of his body. But that was enough to get him to come around, looking up to see the ceiling moving. Sitting up slightly, Tony saw four figures in front of him, two were dragging him by his legs while the third was leading them. But they weren't human; they were about three or four feet tall, were wearing heavy, durable armor, and each had an axe or a mace strapped to their backs. But the dwarves were the least of his concerns because walking beside the leader was a massive ten-foot tall Cybertronian. He had black armor, with some white thrown in. A set of wings emerged from his back which could mean he was a flyer.

Wrenching his legs free, the dwarves turned around to see that Tony had indeed regained consciousness and was putting some minor distance between them. "Back off! Right now!" snapped the inventor as he took aim at the dwarves with his Repulsor. The rest of his armor had been destroyed by what he could guess was the phenomena that brought him here, leaving him with just the right glove of his suit. But despite the weapons potential, the dwarves were more confused than threatened.

"The mortal is waving at us," said a dwarf with a blond beard and eye patch, "why is he doing that?"

"I do believe that may be some sort of weapon he created. Likely to defend himself right now." surmised the Cybertronian, but the inquiry passed right over the inventor.

"Where am I? Who are you?" demanded Tony, slowly losing his patience and his composure as he has pretty much reached his limit when it comes to magic.

"Calm yourself mortal we are no enemies." offered the Cybertronian stepping forward to speak up. This action also indirectly gave the Armored Avenger a better look at him. The Cybertronian was pretty large, but was hunched over while the legs looked slightly irregular. It had several connections to the faceplate that looked pretty similar to that of a beard but what really stood out was the scratched Decepticon symbol on his right shoulder.

"Yeah, but you're not an Autobot." snapped Tony as the repulsor charged slightly but that is where the lead dwarf took action.

"He is my friend," said the lead dwarf. He was wearing specially made armor with silver chest plates and arm guards while on his shoulders were two gold plates, "You are in the Kingdom of Nidavellir. I am Eitri." The dwarf gave a formal bow.

"We must keep moving, my lord." advised one of the dwarves.

"I agree, we are far too exposed in this area," agreed the Cybertronian, "But I am surprised to hear that a human is aware of the Cybertronian war. And before you shoot me, I have abandoned the Decepticon cause in favor of protecting the nine realms."

"Okay," said Iron Man slowly, but kept a critical look on him. However, there was still one thing that needed to be answered for Eitri.

"Mortal," addressed the dwarf, "my I ask how you came to my realm?"

"Uh," said Tony as he lowered his Repulsor as he began to remember the final moments before blacking out, "the last thing I remember I destroyed the Stone. The Norn Stone."

The name of such sent a wave of unease through the dwarves and Cybertronian as they glanced at one another before looking back at Tony with stern expressions. Each one may have a different level of such an expression, but still, the combined look made Tony slightly uneasy. "The Norn Stones are a powerful magic. No doubt part of the Fallen's plan," said the leader, frowning at the name, but for Tony, this was a huge reveal.

"Wait, the Fallen?" repeated Iron Man as he stood up.

"You have heard of the name?" asked the Cybertronian, giving him a quizzical look. Tony nodded.

"I think so, he's the brother of Nova Prime," he replied as something dawned on him, "Wait a minute. I'm not on Earth anymore, am I? Destroying the stone...it opened a wormhole. I'm in Asgard."

"No, you are not in Asgard," dismissed the Cybertronian as he gestured to the area around them, "the realm you are currently be holding is Nidavellir. I am Skyfire, I left Cybertronian at the very beginning of the war. A portal opened up in the deep recesses of space. I was pulled through." continued the Cybertronian, now identified as Skyfire, "When I awoke, Eitri and his subjects discovered me on accident. We spoke and came to an agreement to keep my existence a secret from Odin. We did not want to strain relations between their realms because of me."

"Right." agreed Tony, but Eitri interjected shortly after the scientist spoke

"Now that everything has been explained, we go now to the forge," said the lord as he turned to head towards the likely direction of said forge, "the last remaining free stronghold."

"I have to find Thor and the rest of my team." disputed Tony as he looked about ready to leave, however, Skyfire stopped him.

"And how do you suggest you'll help them?" queried the former Decepticon. Tony looked about ready to argue in order to support his decision, but the Cybertronian continued, "You have no armor, you do not know the lay of the land of this realm, and how do you plan to get to Asgard?" Seeing that he had no way to dispute those claims, the inventor sighed as he looked down in shame, "come with us to the forge, where I and Eitri can help you assist your allies. But first, let us get to safety."

"Safety? From what?" repeated Iron Man, not exactly certain what there is to fear, but it seemed like he was about to get his answer.

The tunnel/cave trembled and shook. A loud yell of anger echoed around, and the owner of the voice smashed a nearby column to pieces with a large pair of metal knuckles. The being they belonged to was a huge, hairy, brute of a creature with small horns on his head, poking out of what looked like a lion's mane.

"Never mind." Tony squeaked.

Looming over them was a massive brute, about fifteen feet tall, shorter than Skyfire, but the Cybertronian was old and not what he once was so he stepped back to allow more capable fighters take the lead. One of the dwarves leaped into action, vaulting off the tunnel wall and trying to slam the brute in the face with his mace. The brute spotted the attack. Opening his mouth, the brute caught the mace in his jaws and punched the dwarf aside, hitting the wall and crumpling into a heap on the floor. The brute then spat the mace out as he got ready for his second combatant. The dwarf attempted a similar attack raising his axe and shield but a mighty blow from the brute sent him flying back.

A loud cocky laughter roared through the cave as the brute stomped towards both Eitri and Skyfire, the Decepticon reaching for a handle on his back and pulled out a large double-bladed battle axe. "Eitri? Any more warriors you wish to test against Eulic?" snarked Eulic as he towered over the dwarf Lord but only came up to Skyfire's chest. Before the Decepticon could attack, having seen enough to make his own stand did Tony casually walk up to the troll.

"How 'bout me?" Tony challenged. It took Eulic all of two seconds for him to give the inventor a once over before he began cackling in disbelief as he looked down at the little man.

"And who, are you?" asked Eulic, poking Tony in the chest twice, tauntingly.

Instead of answering right away, Tony merely raised his right hand right underneath the trolls chin and powered up his Repulsor. In a huge flash, the brute was sent flying into the ceiling where he smashed against several stalagmites before he crashed down in a heap. A few stones fall on top of him. The gauntlet in Tony's palm smoked as he lowered his hand, a savage yet determined expression on his face.

"I'm Iron Man." answered Tony, not even trying to sound smug as he blasted the cocky beast into the ceiling. Behind him, Eitri and Skyfire shared a look before looking back at the mortal in admiration. There seemed to be more to these humans than meets the eye.

* * *

 

**_Alfheim_ **

They were not having a good day. Crosshairs and Hawkeye were currently on the run as several Cyber Wolves sprinted after them. Thanks to the thick forest and the uneven ground, coupled with the fact that the Autobot's vehicle mode was made for roads and not dirt, the wolves were nipping right at them. If it was because Crosshairs was too scared to stop or if he knew what was behind him and didn't want to get his paint scratched, he was making it rather difficult for Clint to shoot the wolves and get them off their trail.

"Could you keep steady?!" snapped Hawkeye as he tried to keep his balance while also firing a net arrow at one Cyber Wolf that was getting a little too close for his comfort.

"A little busy trying not to crash!" retorted the specialist as he swerved around a tree. The action caused Hawkeye to release his arrow earlier than he wanted but even though he wasn't aiming, the arrow still struck the wolf tangling it in a steel net.

But while the maneuver got them out of danger, it did make Crosshairs lose his traction and spin out. Hawkeye was tossed to the ground while the Autobot flipped and transformed into his robot mode. Landing next to each other, the two Avengers stood back to back against the Cyber Wolves as they surrounded them. Bringing out another arrow to notch, Hawkeye nearly missed the wolf that snuck up to his side and tried to bite him. Raising his bow, Hawkeye was able to stop the wolf from biting down on him but at the cost of his bow as the wolf bit it in two.

Using one-half, he smacked it into the wolf's face forced the animal to let out a pained yelp and back off so that he could form back up with Crosshairs. "Never thought I die to a bunch of mutant dogs." muttered Crosshairs as he aimed his remaining SMG at one of the wolves. But it seemed like fate may be kind to them.

"Archer!" shouted a familiar voice. Turning to the source, both Crosshairs and Clint saw the same elf leading the other elves from earlier. His left hand extended, meaning he planned to catch Hawkeye on the fly. Seeing that the Wolves were distracted, Crosshairs timed his escape with Hawkeye's and transformed into his car mode just as the elf caught his hand. The two were off on the run again from the wolves, this time, Hawkeye was riding with the elf that he and his teammate saw earlier and had also left them. But complaining about that wouldn't get either of them any points for kindness so they decided to just be thankful.

Especially with a pack of Cyber wolves right on their tail. Crosshairs was pulling out every move he could to keep up with the horse, well with it being magic and such it was going much faster than a horse from Earth would. But even then, they would prefer it if the wolves were gone altogether and they weren't the only one.

"Take my bow!" informed the Elf glancing back, giving Hawkeye a nod. Hawkeye returned the gesture and reached for the golden bow that hung on a special strap connected to the saddle. Knowing that using his arrows would only slow the wolves down, Clint reached into the elf's quiver and pulled out an arrow and notched as he took aim at the wolves, "Those are special arrows, Archer. Is your aim true?"

"I do alright." quipped Hawkeye as he let loose the arrow. The arrow, halfway there, began glowing bright gold, then released a kind of glowing veil of gold light, and half the wolves evaporated when the veil struck them. If it wasn't for the death of the animals, it would have been a pretty sight, which Crosshairs noted.

"I seriously need to look into this magic stuff." remarked Crosshairs as he sped next to the horse, making a mental note to talk to Thor about getting something from Asgard after they were done here.

* * *

 

**_Vanaheim_ **

In Vanaheim, the fight between Hulk and Warpath against the troll jailers was less a fight and more of a smack down. Too bad for the trolls because they seriously did not know what they were in for as one was sent flying through the air before crashing down into the nearby lake which both Avenger's emerged from. Both bruisers were fighting back to back, Hulk using his fist, taking out whatever troll that came his way while Warpath swung his new axe. Taking down dozens of jailers with one swing.

A large ground of trolls tried dogpiling Hulk but were all sent flying by a single punch from the jolly green giant. Seeing an opening and more trolls coming, Warpath jumped forward and slammed the axe blade into the ground. On contact, a wave of ice emerged from the ground and went right towards the incoming villains. As the ice made contact, they were instantly trapped inside the solidified prison of water, completely immobile with the same looks on their faces as they charged. An astonished expression was on Warpath's faceplate, but that shock turned into excitement as he raised his weapon and hugged it like a child.

"I love this thing." gushed the wrecker, but this lapse in attention allowed him to be tackled by several trolls. Hulk was about to assist but was met by a similar fate. Guess fawning over a new weapon should be reserved for after the fight. But for fighting, it was the last thing one Avenger wanted to do.

* * *

 

**_Niflheim_ **

Back in the realm where Steve was, he could arguably be facing one of his biggest challenges and possibly worst nightmare. If he knew that becoming an Avenger would mean he would have to face his inner demons, especially the guilt about leaving the fight despite it not being his fault. But he knew better than to let some memories get the better of him and from what Nick told him, he wasn't about to let a bunch of ghosts get the better of him.

But still, the persistent whispers to join the afterlife continued, demanding he 'sleep' with them. To end it all and join the soldiers he was meant to during the war, he was a little curious to find out where he is on a side note, "I don't understand." said Steve, looking around, more explosions echoing around him, creating more images of the soldiers that died during the war, "Where am I? Am I dead?"

"You're on the other side now, Cap." said a familiar voice. Spinning around, the soldier saw a face he didn't think he would ever again. Standing right behind him was a good friend of his, Jack Fury, "You've earned this. It's time for you to rest now."

For a moment, Steve felt compelled to do so, feeling fatigue get to him. He...he did kinda deserve this. Having nearly died to stop the Red Skull, helping bring down Hydra, and everything else that happened. He did feel like he deserved a good recharge. And slowly but surely, Cap nearly drifted into 'sleep,' but he caught himself. No, no his work isn't done yet. His eyes snapped open, he still had a promise to keep, he still had his family to look after. And he also had a date with Sharon Carter, aka Agent 13.

Unknown to Steve, behind him, the mist cleared slightly. Revealing a stairway to somewhere. Along the stairs were several torches lit with blue flames. The setting was incredibly eerie. But at the top of the stairs, surrounded by floating stones was a throne. In that throne was a shrouded figure. As quickly as the mist cleared, the stairway became shrouded again. Obscuring the figure once more.

* * *

 

**_Asgard, Royal Palace_ **

Nova was not having a good day, in fact, he was possibly having the worst day imaginable. He was in pain, his armor nearly destroyed, the Primes calling out to him telling him to stay focused, to keep his attention focused on what was happening right now. However, he was in pain, Energon loss was weighing him down, pain racking his entire body. But he needed to keep a level mind as he glared up at Megatronus who sat smugly in his throne.

"It was you," wheezed Nova as he shifted so he could lay on his side, his right arm placed across his chest to support himself, but even then he was exhausted and could barely move, "It was you who ordered...the Enchantress to steal the Norn Stones."

"Oh, I was behind far more than just the Stones, Nova," informed Megatronus as he leered down at both Thunderer and Prime, "I was responsible for everything, excluding the assault on Asgard."

"The Break Out." Prime realized as his optics widened in horror. It was him! Everything he ever did was because of Megatronus, the villains, the Enchantress, the Masters, everything!

"Indeed, but allow me to place the pieces in order," corrected Megatronus as he began the tale that lead everything up until this moment, "Loki's latest Assault on Asgard was designed to fail. The only issue that the Trickster faced was convincing you, Thor." The Fallen glanced at the Prince, enjoying the angered but also confused expression on his face, "He predicted that Odin would only exile him from Asgard, and when he was out of the way, you Thor paid him no mind. Quite brilliant that he also planned the argument between you and your father which would result in you leaving Asgard as the Odin Sleep arrived. Once you were on Midgard, Loki only needed to keep you there as he siphoned his 'father's' power. But things became complicated when you, Nova arrived."

"A foe as powerful as you would appear as a major obstacle in his plans, even more so that he didn't have any past knowledge. And this is where I stepped in," the first Decepticon stated proudly as he spoke, watching in glee as Nova and Thor looked at him in shock. Megatronus sold out his own family! "I would provide him with the information about your upper limits and he would grant me my freedom. Pity he didn't realize that once I was free, our agreement would be... _augmented_ as well. And from that point on, it was I who was pulling the strings so to speak."

"I knew that if innocence were threatened, both of you would direct your attention onto the threat at hand and not the one who caused it. And when you two found allies to assist you to address the threats, I ordered the Enchantress to create foes for them as well," concluded Megatronus, grinning from audio receptor to audio receptor as he saw both Nova and Thor gape at him in shock. He then decided to throw one other thing his way, "but I must admit, I did not anticipate Amora taking a rather affectionate interest in you, Nova. But it just added fuel to my reign and proved some interesting entertainment as well."

"What is this about Megatronus?" demanded Nova, grunting as he tried to get up, but winced as he put weight on his arm and his legs, "Why do all this? Loki wanted power: what do you want?"

"Revenge," hissed Megatronus as he rose from his throne and stomped down to Nova, "It was the Primes who betrayed me! It was Prima who tried to take away my love! It was the other Primes who stood by and did nothing as we argued and fought! Both they and Primus played a role in my humiliating exile!" When he reached the bottom, he picked up the pace of his stride so that he quickly closed the gap between him and the youngest Prime.

Bending down, Megatronus grabbed Nova by his chest and hoisted him into the air so that he could look him right in the optics, "And they both shall pay for what was done to Solus!"

"It was not their fault!" retorted Nova, trying to contain his pain, and keep Thor from trying to attack Megatronus, "It was Liege Maximo who did this! He was the one who did this!"

"Liege Maximo is not here!" roared the Fallen as he slammed Nova into the ground, causing the young Prime to cry out in pain as several breaches in his armor that had healed were broken open once more, "And the Primes are just as responsible! They did nothing to stop what happened! They did nothing to save Solus! And now..." Megatronus turned on his heel to head back to his throne, "They shall now pay as I take the final realm to complete my kingdom so that I may strike back with the complete force of my fury."

"But your invasion of Midgard failed!" retorted Thor, speaking up for the first time in a while, listening carefully.

"Yes, Amora did fail," admitted Megatronus, looking off to the side but steeled himself, "her affection for the Prime must've clouded her resolve. But her failure is inconsequential. For now that I have the two of you at my mercy, I can conquer Earth at my leisure."

"You will be stopped!" denied Thor as he pulled against the chains. Megatronus gave him a blank look before letting out a roaring cackle. Whipping away some coolant tears in his optics.

"You honestly believe the humans can stop me!" gasped Megatronus as he laughed some more, "They were pulled into the nine realms same as you. And while I consider the Autobots that have joined your ranks as a minor threat, the humans are weak. They live such short lives, a mere blink in the eyes of a Cybertronian and an Asgardian. Even now as we speak, my forces are dealing with them. There shall be no rescue for either of you, there will be no escape,  _brother._ There is no hope"

But he was wrong, the Avengers were holding out, they were fighting the good fight, and right now, two were living up to the best they could possibly be.

* * *

 

**_Jotunheim_ **

The battle had been hard fought, trading titanic blows, landing pinpoint shots, and dodging attacks that would have shattered bones, but so far, Giant-Man and Bumblebee had held out against three Frost Giants for nearly two hours. The enormous hero landing massive blows that staggered the Giants while he used the axe that once belonged to one of the Frost Giants only to disarm them and as he fought the foes head on, Bumblebee provided support, shooting the giant's knees out, targeting the weak points on any living thing or otherwise.

And their efforts had been rewarded as the three Frost Giants lay in the snow unconscious, but it had been a taxing battle. Giant-Man was panting in exhaustion while Bumblebee had managed to hold out against the massive beings but the cold was starting to affect him. His movements became slower and more sluggish so the cop had to hang back more as his giant ally attacked their foes. He would be lying if he said he could keep going, the cold drastically affecting him now as he shivered almost uncontrollably at this point, but if he learned anything during the war for Cybertron, is that there is no rest for the weary.

Emerging from the mist, three more Frost Giants stood in the snow, all standing sentry should the Avengers attack first. Upon their arrival, Giant-Man readied the axe in his hand as Bumblebee, who was about fifty feet behind him took aim with his blasters. The lead Giant smirked sinisterly as he reached for a small object that hung around his neck. It was the Casket of Ancient Winters. Bumblebee remembered that Amora had stolen the ancient relic and this is what she must've done with it!

The Giant opened the small box and from the tiny object, a huge rush of the infinite cold of Niflheim erupted. Both Giant-Man and Bumblebee were blown back from the force of the freezing wind. When they came to a crashing stop, ice began to creep up their bodies until their lower halves were frozen in the ice. After a few seconds, the Giant closed the Casket and the rush of wind stopped.

Bumblebee and Giant-Man tried to move, but the ice was too thick to break and the cold had already weakened them dramatically. So for now, it really looked like the end. Seeing that this may be the only time he could admit this, Hank turned to look at Jan who was still unconscious underneath the small ledge he placed her. But he couldn't bring himself to say this in front of Bumblebee, this was a very private thing and he wanted it to be special.

'I am so sorry, Jan.' thought Hank as he looked over at the woman he loved, 'I am so sorry I let you down...that I let everyone down.' Glancing at her one last time, he finally, or at least mentally admitted something he might have been subconsciously withheld for quite some time, 'I love you.'

"So this it?" said Bumblebee looking up as the three Giants approached them, "This is how we go?"

"Sure looking that way." admitted Hank as he watched their enemies surround them. Bumblebee let out a snort of amusement as he glanced at Hank.

"Guess it's better to go out with friends, right?" asked the cop.

"Yeah," Hank agreed as he saw the giants stop, but a look a determination snapped across his face, "But I don't on dying now!"

Pressing a button on his belt, Giant-Man increased his size a little more and broke the ice. The action also caused the ice that trapped Bumblebee to break as well but the scout was hardly able to move, his sensor already in the blue zone, so Hank was on his own.

"You're first, Frosty!" snapped Hank as he pulled his right fist back, "let's go!"

As Hank was about to throw the punch, a portal opened in the sky above, and three women-one armed with a sword, the others armed with glowing spears-shot out, all riding winged horses. "Attack!" The lead one shouted. The other two hefted their spears and threw them at the giants, only for them to be deflected by the Giants' weapons.

"Move, Mortal!" shouted the leader, and not needing any more convincing Hank shrunk out of the way and let the woman swoop low and slash at the box-wearing giant with her sword, leaving a gaping cut that healed back to normal in seconds. If simply cutting the Giants was their plan, they would need to come up with a new one.

"Let's go!" shouted Bumblebee, mustering the strength to run and pick up Jan gently in his hands.

As Hank ran over to regroup with the cop, they both saw something that filled them with dread. The lead Giant reached for the Casket once more and opened it, sending a massive gust of wind at them. The force of the blast sent both Ant-Man and Bumblebee off the ledge and plummeting to the jagged rocks below. Seeing them fall, the woman that was leading the others pulled her horse around and dove after them, accompanied by another. Catching up to the two Avengers, the leader grabbed Bumblebee while one of her comrades grabbed Hank, pulling them on the back of the horses.

"Thanks for the rescue." thanked Bumblebee as he carefully adjusted his hold on Jan. As he thanked them, the other women pulled back and retreated from the fight.

"Truly, you and your ally are a wonder," complimented the woman, as she glanced over her shoulder at Bumblebee, "A man and a giant and a living automaton. I doubt that even Eitri and has dwarves could have constructed you."

"Thanks," said Bumblebee as he looked at the woman, "who are you?"

"I am Sif, commander of the Valkyries." The lead woman introduced herself.

"Valkyries? Wait, one of the giants we fought said that this was Jotunheim," said Hank, joining the conversation despite being on another horse, "This is one of the mythical nine realms."

"Aye," confirmed Sif as she glanced over her shoulder, "But that was no mere Frost Giant. That was Ymir himself. The Valkyries and I have been trying to push them back. How came you and your allies to Jotunheim?"

"That's…kind of a long story and I'd prefer to leave before we run into anymore trouble. Can you help us get out of here, preferably someplace warm?" Bumblebee asked, brushing ice off his body as he glanced at Sif.

* * *

 

**_Svartalheim_ **

Jazz was going as fast as he could, but only managing to keep a few yards ahead of the angry Dark Elves that was pursuing him and Panther. He would have kept the ride as steady as possible but he didn't need to as Panther had Vibranium woven into his shoes, giving him an incredible grip. The king whipped out a vibranium dagger and elongated the energy on it, creating a spear, and launched it at the Elves. The spear fed off of the energy the spirits gave off and imploded, scattering the Elves into multiple tiny ones that were hopefully slower.

Panther's hood began scanning for magical energies that might indicate a way out.

It locked onto something that looked like a well. "Take us there and jump in! That is our way out!" He said.

"You sure?" He asked, a little skeptical of the 'way out' Panther found.

"I am! Do it!"

The Dark Elves coalesced back into a giant form and surged after them, enraged that their prey was escaping.

Jazz gunned the accelerator and used a rock to launch them into the well. He changed back out his vehicle form, he and Panther soared through the air and dropped in. The mass of Dark Elves freight trained harmlessly overhead.

* * *

 

**_Vanaheim_ **

Things could be going a little better for Hulk and Warpath, having fought against a large horde of the trolls but they were eventually over run. Warpath was being held down by nearly a dozen while Hulk was pinned by six. Either way, you looked at it, it seemed that they had both been finally beaten.

"The beast and its machine are strong," remarked one of the jailers, "but not strong enough."

That was all Hulk needed. No one told him that he was weak! No! HULK IS STRONGEST THERE IS! And with an amazing display of strength, Hulk got to his knees, "HULK IS STRONGEST THERE IS!" roared the green giant as he punched all of the trolls off him with a single blow.

He head butted one hard enough to send him flying into the dogpile that was on Warpath. When the troll struck the others, it made their grips on the Autobot slacken and give him all he needed to get out. Pushing off the ground, Warpath let out a battle cry as he grabbed one of the trolls and swung him around into three others, batting them away. A line of jailers tried rushing Hulk, but with a single punch, he knocked the entire line down by punching the leader and creating a domino effect.

With enough elbow room, Warpath grabbed his axe and the blade began to glow red. "SUCK FIRE!" bellowed Warpath as he swung the axe, sending a fireball right at several trolls. While you swing, you normally twist your waist to get maximum speed, but Warpath's waist kept turning. Soon, Warpath's upper body was spinning like a top, sending fireball after fireball at the retreating trolls.

The camo Autobot dealt with the mini army of monsters easily. The most damage they could do to him was a few good sized dings to his thick armor plating. The road was littered with unconscious monsters, while the few who managed to survive had fled the scene quickly. Hulk, meanwhile, had quite literally smashed the cages into splinters. The prisoners got out and remained clustered in small groups, wary of the two red and green giants that had just decimated their captors.

One of the free prisoners let out a hearty laugh. "Well fought, giants! Truly, you possess the gift of battle!" The man who had spoken bowed formally. "I am Volstagg, the Voluminous! And with your combined strength…we can take back Asgard this day!"

"As in Thor's home?" guessed Warpath, resting his new axe on his shoulder, "guess we aren't on Earth no more."

"That's for sure. As long as I get to smash more things, I'm happy with that." Hulk growled and pounded his fists together. "When do we start?"

* * *

 

**_Niflheim_ **

He needed to stay strong for Nick, Jan, the other Avengers. he had to stay strong for them and Sharon. If she found out he died, there was a good chance she would bring him back from the dead so she could kill him herself. He needed to stay strong for them. He knew better than to listen to a bunch of ghosts, but he wouldn't lie saying they hadn't gotten to his nerves. But still, he knew better.

Explosions still went off around him, creating ghostly shadows of his former friends, but he knew this wasn't real. Even now, the 'ghosts' still persisted. Appearing every once and a while. Suddenly, the entire Howling Commandos appeared in front of Steve, each one with a grim expression, but shrouded in some shadows and mist. Like before, they were trying to convince that his time was done.

"Your times over, Cap," said Jack Fury, "You fought hard, now enjoy your reward." to help and try convince Cap, the look alike extended his right hand, for the Super Soldier to take, and for a moment, Steve felt obligated to take that hand. But something suddenly occurred to him: Bucky wasn't here.

"If this is the land of the dead, then where is Bucky?" demanded Steve, narrowing his eyes at Jack, "And this fight is far from over. The Jack Fury I knew wouldn't rest until it was." That's all he needed to know when the ghost didn't respond.

"No, I'm still alive. I can feel it and I still have a promise to keep to a good friend," stated Cap as he glared at the ghosts, "And I'm gonna fight until I can't fight anymore."

And with a quick flick of his wrist, Cap swung his shield out, striking Jack Fury, but instead of hitting a solid target, his shield made the body turn into smoke and dissipate. The other Howling Commandos also vanished when Jack did, but the disappearance was not just restricted to the specters. The mist around Cap also began to lift, revealing a massive stairway. On the left and right of the stairs were massive pits of emerald fire. The stones that were previously floating around the throne were actually crystals containing the souls of several beings. But the being who sat in the throne was the one who truly caught his attention.

At the very top, a woman wearing a skintight dark emerald dress sat in a larger throne that appeared to be made of bones. She wore a crown that had several horns overlapping one another. Her eyes were hidden behind unique lenses that were a part of the crown, giving her a her ominious aura. This was Hela, Loki's daughter and the Queen of Helheim.

"I don't know who your are,  _miss,"_ addressed Steve sharply, suspecting that she was the one controlling all the ghosts that had been haunting him, "but I recommend you show me the way out."

The woman only chuckled, softly, like Steve's demand was the most absurd thing ever, "You are in Niflheim now, Steven Rogers," said Hela, speaking in a smooth and somewhat dark voice, not like it was demonic or anything but strangely soothing despite what her attire depicted, "There is no leaving."

"Well then, lady. We're in for a long night." Stated the Super Solider, narrowing his eyes at Hela. Despite the amount of conviction lacing his words, the ruler of Niflheim only smirked. Somehow, she knew this would happen.

* * *

 

**_Alfheim_ **

If Hawkeye or Crosshairs had been told they would be in the chase for their lives, they would have just shrugged and welcomed the challenge. But when the challenge did come, neither of them were prepared for the dozens of Cyber Wolves chasing them. Despite thinning the pack with a few well-placed shots thanks to the Elf's magic arrows, Hawkeye could only keep the animals off for so long. And right now, things could be going a little better. One of the wolves managed to get past a few shots fired by the elf and Hawkeye and was able to bite down on their horse's leg, causing the animal to trip and throw its passengers off. Knowing better than to abandon them, Crosshairs provided support by shooting whatever Cyber Wolf that came close along with Hawkeye and the Elf.

Since then, the three had been cornered back to back to back, forming a circle. So far, they managed to hold out but the Cyber Wolves just kept coming and the two Archers were running out of arrows. After a few more shots, Hawkeye tried reaching for another arrow, but he didn't feel anything. Glancing over his shoulder, he frowned as he saw his quiver was empty.

"I'm out!" called out Clint as he took his bow in both hands.

"As am I." informed the Elf, but he wasn't about to go down without a fight. Reaching for his belt, he took out a long sword and held it in both hands, "You and your ally fought well, Archer. I am proud to meet my end beside the two of you. I am Ferada."

"Clint, this is Crosshairs." replied Hawkeye as he gestured to the green Autobot. He was firing at several Wolves, bringing down a few, but still, more were coming.

"If I'm gonna die, I'm gonna out shooting." finalized Crosshairs, narrowing his vision on the animals surrounding them. Daring the wolves to make the first move.

"With all things considered, Ferada," spoke up Clint, shifting slightly as a few wolves snapped their jaws at him, "I'd prefer to skip the 'meet my end' part."

A tense silence filled the air as Crosshairs had to stop firing to allow his SMG to cool, only the low growls of the wolves floated through the air. It looked like Hawkeye, Crosshairs and their new found ally were all going to meet their end. After so long, it seemed like it had been put off for enough and now they were all going to meet their maker. Crosshairs was mildly okay with the prospect of dying. After all, he would be heading to the Allspark and that was a confirmed place. Clint was rather reluctant, but he knew death was a long time coming, and with his job, he should have guessed it would come around sooner. But it seemed like fate had once again proven them all wrong because the roar of an engine drew the attention of both the three combatants and the wolves.

From the forest, a barrage of Vibranium daggers flew out, striking several wolves, killing them quickly and painlessly. From the other side of the clearing where the three were making their last stand, a huge blast of sonic waves sent several wolves flying crashing into trees or branches or whatever happened to be nearby. From the bushes, Jazz shot out in vehicle mode, transforming with a quick roll and grabbed one of the closest wolves. Using all his strength, he hurled it into another that tried to attack him from behind, knocking both animals down.

Comming out of nowhere, Black Panther landed in a crouch in front of Hawkeye and Ferada Vibranium Daggers in both hands. With a quick flick of his wrist, he threw the daggers at the remaining two wolves, killing them quickly. Soon, silence filled the air as the wolves had all been defeated or killed.

"Where the pit have the two of you been?!" demanded Crosshairs as soon as he set his vision on Jazz and Black Panther. However, Ferada had to inform them of something urgent.

"This is but a respite," stated the Elf grimly, "My lord: Frey, has already fallen. Alfheim is lost, but there is a ship that can take you and your allies to safety."

"Thanks for that," thanked Jazz. But while they maybe getting some help, others were having a harder time.

* * *

 

**_Nidavellir_ **

Things had been going pretty interestingly since Tony first blasted Ulic into the ceiling. But since then, the Inventor was seriously questioning his choice at shooting the cave troll. Trying to charge up his Repulsor, Tony aimed at the massive troll, but Ulik was just a little faster, landing a brutal uppercut that sent him flying across the room. Tony landed with a hard thump, groaning as he rolled to his side, but for the attack, Eitri and Skyfire were going to give him charged the inventor and snatched at him. Tony dodged again. He'd learned over the years that the larger the opponent, the slower they were, but it also meant they were very durable, and seeing as he no longer had access to his uni-beam without his armor, he needed another way to access it. He spotted one of the small daggers that one of the downed dwarfs had dropped a few yards away, next to Ulik's feet.

The Lord Dwarf unsheathed his sword, which had might as well been a dagger for the cave troll. Skyfire also charged with his axe, making it to Ulik first, but the troll was able to duck under the Decepticon's swing and punch him in the side, sending the old Cybertronian flying were he crashed into the cave wall. Eitri was charging right towards his attacker, but the troll grabbed a nearby pillar, ripping it out from the wall and used it to bat away the Dwarf King.

Seeing both his allies down, Tony tried raising his Repulsor again at Ulik, but the troll was ready, bashing both knuckles into the weapon, crushing it into pieces. Tony cried out in pain as the attack nearly crushed his arm. Pieces of armor clattered to the floor as the inventor retracted his hand.

"I'm going to tear you apart, mortal." swore Ulik as he glared down at Tony, more than a little sore about being shot earlier, "And then I'll finish the Dwarf King!"

Raising his right foot up, Ulik tried to bring it down on top of Tony, but the inventor was able to dive out of the way of the strike, but the shockwave created by the troll sent him flying. Seeing his quarry getting away, Ulik charged the inventor and snatched at him. Tony dodged again. He'd learned over the years that the larger the opponent, the slower they were, but it also meant they were very durable, and seeing as he no longer had access to his uni-beam without his armor, he needed another way to access it. He spotted the small sword that belonged to Eitri when he had dropped it thanks to Ulik a few yards away, behind the cave troll a few feet away.

If only he could get to it without being killed. Or, you know, suffer cardiac arrest from his completely insane plan.

The plan itself was crazy. Even for him. And Tony did "crazy" on an almost daily basis with his team. Basically, he would nab the sword, let Ulik catch him, and then use the sword to pry the covering off of the arc reactor in his chest and blast the monster at point blank range with it. If, you know, he didn't suffer immediate cardiac arrest due to removing the cover.

But hey, what's life without the risks?

Ulik bellowed another war cry and charged at Tony, who merely ducked and let the giant bulldoze past him and ram into a stone column. Clearly, Ulik wasn't a tactical fighter-he relied solely on brute strength, which might make taking him down a whole lot simpler. Tony managed to run and snatch up the small sword, while Ulik rounded on the Avenger and charged after him and grabbed him in his hands, foolishly taking the human by the scruff of his bodysuit and leaving his hands free.

Tony raised the sword in a threat, but the giant simply laughed.

"You think a little knife like that can hurt me?!" cackled Ulik as he could barely take Tony seriously with such a small weapon.

"No," replied Tony, smirking as he adjusted his grip on the sword, "but I think this can!"

Swinging down, Tony wedged the tip of the sword into the seal of the Arc Reactor in his chest. Energy sparked immediately from the power source, leaving Ulik very confused. He had seen a few contraptions created by the Dwarves, but what was this mortal up to? He got his answer when Tony pried the safety cover off and a massive surge of energy erupted from the small reactor. The shot sent Tony flying back while Ulik was sent hurtling nearly a hundred feet back, going through several stone columns in the process. The attack was so powerful it actually knocked Ulik unconscious as he slumped forward, breathing, but very clearly out.

"Yeah, that...showed...him." gasped Tony before he too passed out, not from exhaustion but from the fact that the Arc Reactor was no longer keeping his heart pumping.

Seeing the mortal down, Skyfire and Eitri both rushed to find the protective seal of the Arc Reactor. They didn't know what it really was for, but the old Con had a suspicion that it was the sole reason Tony was even breathing. So without missing a beat, both set to work searching for the seal. After a few seconds, the Dwarf King found the seal laying by his sword.

"Bring it to him and place it in his chest." instructed Skyfire, watching carefully as Eitri ran back and knelt by the inventor's side.

The Arc Reactor was sparking profusely, but it didn't stop Eitri as he gingerly took the seal and placed it back in it's place in Tony's chest. When he and Skyfire heard a click, then the sound of energy stabilizing, they both looked to see Iron Man gasp for air and let out a few coughs, getting air back to his lungs before casting a grateful look at both the Cybertronian and the dwarf king.

"We should return to the forge." advised Skyfire, gesturing to where Ulik lay.

"Aye," agreed Eitri, helping Tony back to his feet, "we must go before more of the Fallen's forces arrive."

"The Forge? What do you build there?" Tony tried to make light conversation with the dwarf king.

Eitri gave proud smile. "We dwarves are the finest smiths in the Nine Realms. In this place, I personally crafted Thor Odinson's hammer, Mjolnir."

An idea wormed its way into the inventor's head. He asked:

"Ever make a suit of armor?"

* * *

 

**_Asgard, Royal Palace_ **

Back in the royal palace, Megatronus was leading the chained Thor and the severely injured Nova Prime. Guiding them, or in the Prime's case, dragging him, were three unique Cybertronians while two followed. Each one was about fifteen feet tall with black armor, numerous spikes rising from the shoulders, elbows, knee caps, and two long horns from the head. The five beings were as old as the very first Transformers to exist on Cybertron after the Great Cataclysm, these ferocious warriors called the Infernocons, a group of five Combiners, were exiled from Cybertron after attempting to stage a takeover of the planet in its earliest ages but failed. Banished from Cybertron for the rest of eternity, drifting aimlessly through space, locked inside of Stasis Pods. Until Megatronus found them and released them under one condition: absolute loyalty to him.

With the prospect of revenge on Cybertron, the Infernocons were quick to agree. They would do whatever it took to get their revenge, even if it meant conquering another world to do it. Anger holds no bounds for some, but for the Infernocons, it was the means to their justice. And this side mission, leading the prisoners was only the beginning.

"And so ends the reign of the All Father," stated Megatronus, leading the group through a set of double doors. Glancing over his shoulder, he gave a curt nod to the Infernocons.

Seeing the gesture, Skulk and Rupture forced Thor to his knees with two hard hits to his back. While Thrash lazily tossed Nova in front of him, the Prime yelping in pain as he held his arm, Energon still leaking from his wounds but were not as bad as before. With no medical attention, he nearly passed out several times had it not been for the Matrix of Leadership slowly, but progressively healing the injuries. Plus the moral support of the Primes and his father, they were the only things keeping him going.

"If you are simply keeping us alive to boast, Megatronus," spat Thor as he got his knees, glaring at the Fallen, "then you are making a grave mistake."

"He's not keeping us alive to just taunt us, Thor." groaned Nova as he rolled to his side, glancing tiredly at Megatronus.

"Indeed," conceded the former Prime, catching the Prince off guard as a cruel smile formed on his faceplate, "I am keeping you as bait, brother."

Stepping to the side, he revealed two other captured Asgardians: Heimdal, and Aldur, both were captured when Asgard fell. Each one was missing their armor and weapons and had the same look of hatred at Megatronus.

"When your allies come, and they will come, I will be prepared for them," informed Megatronus sadistically, "I waited for years in exile, burned with vegenance. And I shall not be denied."

**_To Be Continued..._ **


	27. A Day Unlike Any Other

**_Chapter 27: A Day Unlike Any Other_ **

**_Nidavellir_ **

The Forge was an absolutely gargantuan area, with huge vaulted ceilings adorned with stalactites, little rivulets of lava slithering along the stone floor, anvils and cooling vats dotting the expanse, and a massive "water" wheel that turned lava instead of water. It was more than big enough to fit Skyfire and let him stand to full height without any problems, and well lit enough for him to see without issue.

Tony loved it. The dwarf king had allowed him to build a suit of armor made from Uru, the same, electric, magical-y metal that Thor's hammer was made of, which would give him a huge advantage against Megatronus. The only bad thing was-he had to make everything by hand since there was no Jarvis to help assemble the parts or mechanical arms for that matter. But since he'd built his first suit with a bunch of scrap metal in a cave with his own two hands, this wasn't unfamiliar territory for him.

It was long, grueling work, but Eitri and about three other dwarves made the work go faster. He'd drawn out the general design of it, and the dwarves had begun construction of the suit with gusto, working on the larger plates, while Tony worked on the sensitive wiring and smaller parts, like the gauntlets and helmet HUD.

Skyfire watched them work with immense interest. The metal being used that was once for plain weapons was now used to create an entire suit of armor that could itself be considered a wearable weapon. And the way that Stark worked, he clearly loved to build and create things. No wonder he'd taken to robotics and technology; he was happiest when figuring some sort of problem out with his brain and hands. With the help of the dwarves, the entire suit, wiring and all, was done in about an hour and a half, which was truly remarkable. The suit crackled with electricity as soon as the inventor got into it, the arc reactor in his chest glowing even brighter due to the immense energy that the metal retained.

Tony activated the hand and foot thrusters and flew up the Decepticon's faceplates. "So, how does it look?"

"I must admit, I'm impressed," Skyfire did indeed sound impressed, but his tone turned serious, "but I feel that even with this, you will have a difficult time defeating the Fallen."

"Then it's a good thing I have my team to back me up." stated Tony with conviction as he turned to leave, but Skyfire wasn't done yet.

"The Fallen is far more powerful than you realize," retorted the Decepticon, but then a devilish grin formed on his faceplate, "which is why I'm coming with."

"What?" sputtered the inventor as he spun around in the air to look at Skyfire, in his hand was a large battle axe.

"This is a fight that I have been long missed," clarified the old Cybertronian as he began to walk towards Tony, "I have failed my duty to defend the Nine Realms, and I wish to make up for it. That, and I really, really want to go a get a good fight. But it's the right thing to do."

For a moment, a heavy silence filled the air of the Forge, nothing but the sounds of machines in the distance and the occasional hiss of steam broke the silence. Tony kept his vision on the old seeker, seeing the determined glint in his red optics. This was a being who wanted to make right what he failed to do, and nothing was going to get in his way. The only other time he had seen that look was in his mirror when he set out to destroy all the weapons he created that were being used to hurt innocent people. So with a smirk behind his mask, he nodded, knowing that Skyfire would come anyway.

And he wasn't the only one to get an upgrade for the coming battle.

* * *

 

**_The Bifrost_ **

Inside the dimensional portal, The Bifrost as the beings of the Nine Realms know it as, Bumblebee, Wasp, and Ant-Man were heading towards Asgard with Sif and the other Valkyries. The mystic transport could be used by anyone with the power and knowledge of it, making travel between the Nine Realms a breeze. It was also the very thing that Odin used to banish Thor from Asgard when he let his pride and thirst for battle get the better of him. When the Prince learned the importance of humility, he was once again bestowed his Asgardian might and Mjolnir as reward for learning his lesson. But at the moment, it was serving as the means to reach the Golden Realm for the heroes.

Bumblebee was riding with Sif on a winged horse. Trying out his human form for a change, Bumblebee was a rather impressive sight to look at, about the same height as the lead Valkyrie, the warrior was wearing Asgardian black and yellow armor (think Age of Extinction body for Bumblebee) for the coming fight. He had black hair with a blond streak through it, the bluest eyes you could imagine and lightly tanned skin. While he would have used his blasters for the battle, Bumblebee had actually been given a special weapon by Sif.

On his back, between twin Energon Pistols was a short hammer. About the same size of Mjolnir, but with a longer handle, the weapon was a good-sized hammer. Like most Asgardian weapons, it had mystic power. Like her sword, Bumblebee's hammer could fire beams of energy, right from the tip of the handle. In all honesty, the cop really liked the new additions and he wasn't the only one.

Looking to his right, Bumblebee saw Ant-Man and Wasp riding with another Valkyrie, Wasp shrunk down perched on Hank's shoulder. She was wearing her own armor, a little sleek. Black, yellow, and silver paint on the armor while a silver and yellow helmet rested on her head. Ant-Man was wearing his own armor, painted black with some silver shoulder pads. His helmet was left the same and thanks to the Pym Particles, the armor would grow and shrink depending on his size. While the Bifrost made trips between realms easy, it didn't make it so that travelers could see each other coming from different realms.

Traveling by the same means, Hawkeye, Crosshairs, Jazz, Black Panther, and Faradei were taking the ship the elf spoke of. Having run out of his own arrows, Faradei had supplied Clint with his own enchanted bolts and since Crosshairs lost one of his SMGs, the Autobot was given a long sword. The blade could be superheated thanks to the enchantments within it. Looks as though magic is a running trend in any Realm. And they weren't the only one making quick progress.

Coming from Vanaheim, Warpath and Hulk were riding with Volstagg and two of his companions on carts being pulled by rams. When the Asgardian said transport, neither of them thought that this is what he meant. But if it was heading through a portal across dimensions to defeat the fallen Prime and save Thor and Nova, then what's life without some fun? So it was here that the three groups were converging on Asgard, all heading to the same point of entry. The Bifrost Bridge.

* * *

 

**_Asgard, Bifrost Bridge_ **

They had one simple order: defeat any rebel forces that come through the portal and if they didn't surrender, destroy them. But then they had new orders: defeat the coming mortals and machines the Fallen calls the Autobots. It seemed simple enough for the collection of Frost Giants, trolls, ogres, and the few Asgardian guards that now serve Megatronus. Standing on the rainbow road to the shining city, the guards stood sentry to defend their master. Each of them had the strength, skill, and determination to follow their orders. And it would seem that the orders were going to be carried out sooner than they had thought.

Behind the Frost Giants, acting as the first defense as the smaller guards waited to provide support, the Bifrost Bridge opened up, revealing the swirling blue wormhole of energy and power. "The Bifrost Bridge is opening," announced the lead Frost Giant, hefting his spike ice club in his hands, "more rebel warriors to crush!"

"You wanna crush something?!" bellowed Warpath as he and Hulk leap out of the portal, the wrecker flying right towards the Giant, swinging his axe down at the ice club, shattering it so that Hulk could continue towards the head of the Giant. Once in close, Hulk landed a brutal side kick to the Giant's face, knocking the massive being back, teetering back. The body of the Giant then falls and several guards had to run from the mass in order to avoid being crushed under their comrade.

Once in close, Hulk landed a brutal side kick to the Giant's face, knocking the massive being back, teetering back. The body of the Giant then falls and several guards had to run from the mass in order to avoid being crushed under their comrade. The guards had just turned around to see the two bruisers standing on top of the fallen Giant, Warpath holding the axe in both hands as Hulk clenched his fists tightly. "Try us!" finished Hulk, daring the Frost Giants to attack.

The leading natives of Jotunheim raised their ice swords, ready to bring them down, but another voice called out, "Have at Thee, Giants!" bellowed Volstagg, steering the chariot so the Rams would pass over the Frost Giants.

Leaping off his transport, the rotund Asgardian fell like a rock right onto the face of one of the Frost Giants. Since he was so heavy, Volstagg actually brought the massive combatant down with a thunderous crash. His allies, the other charioteers charged out and began attacking as well. The Oriental's chariot was smashed to bits by a giant ice axe, but that didn't deter him in the slightest, and used it to his advantage, swinging his mace at the giant who had shattered his chariot before landing with cat-like grace on the ground. The other charioteers leaped off their rides and let the rams fly back to safety, landing on the heads of two more giants and felling them as well.

It was an impressive spectacle of grace and skill in combat to behold. Each one may have had a different fighting style, but they all fought incredibly side by side. Warpath had the half mind to say they could make good wreckers, but for everyone he saw in combat, he would say the same as well. But the time for talking was not right now, or maybe it was since one of the Asgardian guards began to speak to them all.

"By the Fallen's decree, those who do not bow before him shall be executed. Surrender" informed the guard, though his tone suggested that he held a lot of resentment for Megatronus.

The blonde haired Asgardian, a friend of Thor named Fandral the Blade, known for his indef use of his sword, retorted with anger. "Traitors! We will never bow to Megatronus!"

Hulk ran forward without the least warning, his fists raised. Warpath would have charged to if he wasn't as reckless as he once was. Instead, learning from Nova, the wrecker was taught how to study a situation first before running in guns blazing. He learned to study the situation  _while_ running in guns blazing. But for now, he was gonna take a lesson from the Prime and wait this out.

"Mortal! Wait!" Fandral cautioned, but if he knew the Hulk, which he didn't, he should have known that safety was the last concern of the green giant's.

So charging right ahead, Hulk raised both his fists to bring them down on the rogue Asgardian. It looked like the jade giant's attack was going to hit home, but a quick strike from the guard's pole axe sent Hulk flying back. The Warrior's Three jumped to the side to allow the green gamma hero to crash into the helmet of the Frost Giant. Thanks to Hulk's decision, the warriors were all split up and quickly surrounded by the guards Megatronus had set up.

Soon, each Asgardian was pinned, save for Hogun the grim as he managed to bash away the guards surrounding him with his mace. In his peripheral vision, he saw the ice club of one of the Frost Giant's come down at him. Flipping to the side, the Asgardian was able to dodge the initial attack, but not the sweep from the weapon as it crashed into Hogun sending him flying.

Standing on his own, Warpath was using the stolen axe to the fullest, taking out whatever guard that came his way, "You wanna piece of me?!" demanded the wrecker, spinning around on his waist to strike the guards all around with one strike, "You wanna piece?!"

While the guards struggled with fighting Warpath, they were making some progress with the Hulk, dogpiling the gamma hero. Despite Hulk's immeasurable strength, he wasn't angry enough to increase his might to bash them off with his fists. It looked as though the Deadliest Man alive had met his match. But Hulk had something they didn't, friends.

From the Bifrost Portal, Wasp came flying out, firing her stings at the pile of monsters on Hulk, causing them to double over as she continued her barrage. Following closely behind, on the flying horses were Ant-Man, Sif, Bumblebee, and one other Valkyrie. Jumping off the horse he was riding, Ant-Man pressed the button on his belt, increasing his size drastically as he came down in front of the Frost Giants. With his new-found size and strength, Giant-Man landed a flying kick to the face of a Frost Giant, knocking the massive being down with one strike.

"For Asgard!" cried out Sif as she and Bumblebee flew towards another Frost Giant, the warrior firing his twin Energon Pistols, taking chunks out of the armor while the Valkyrie slashed at the face with her sword.

The other Valkyrie that joined Sif in the invasion tried the same move with another Frost Giant, however, this one was ready for her. Raising his sword, the Giant swung brutally at the young woman, knocking her off her horse. It was a common move used by the Valkyries to strike at the face of their massive foes, aiming for the eyes to eliminate the enemies vision first before going in for the final blow. But since it was so common, it was really used and this was why.

Seeing the woman fall, Warpath bashed several monsters away and ran to where the woman was falling. Leaping into the air, he caught her before she hit the ground, holding the woman bridal style. Suddenly a large shadow appeared over him. Looking up Warpath saw one of the few remaining Frost Giants looming over him, sword raised. Acting on instinct, Warpath rolled himself and the Valkyrie so that his back was to the Giant. With a thunderous clang, the ice being brought his sword down.

Removing the blade, he saw that Warpath was still alive, but a long diagonal dent went across his back, "That hurt!" snarled the wrecker taking his axe in both hands, the blade glowing bright red as he swung a massive fireball right at the giant. The fire collided with the ice sword, melting it into water almost instantly.

Clearly shocked by the sudden change in state of his weapon, the Frost Giant was unprepared for Giant-Man to run in and punch him right in the face. The attack jarred the other Giant's out of their stupor as they moved into attack. Raising their swords, to strike, they found their blades suddenly broke when something crashed right into them. Looking to the right, a large ship, with a white and blue sail and a golden symbol on it, three different hulls, two on each side to stabilize the ship. The ship came flying towards the bridge, ramming into several guards, knocking them off and into the void below.

On the deck was Hawkeye and Faradei, notching new arrows and firing at the guards, taking them out with pinpoint precision. Black Panther, Crosshairs, and Jazz leaped off and rushed towards the nearest guards. Behind Hawkeye, an ogre armed with a pair of daggers tried to attack him from behind, but a massive boot came down ontop of him courtesy of Giant-Man.

"Good to see you, Clint." greeted Hank as he shrunk down to rush towards the guards alongside the Archer, Black Panther, Crosshairs, Faradei, and Jazz.

"Yeah, I bet," replied Hawkeye sarcastically, notching a new arrow, "the five of us had already snuck half way to the palace when you guys set off the alarm. Way to ruin it."

"To be fair, we probably wouldn't have made it more than three-quarters of the way before we set off the alarm." disputed Crosshairs as he fired his SMG at a few guards, taking them out.

"And perhaps we should win this fight before starting another." suggested Black Panther before he and the others were suddenly bashed away by a massive spiked club from one of the remaining Frost Giants.

Scaling the massive weapon, T'Challa raced towards the Giant wielding it, hitting several points on the ice, weakening the structure as he continued up to the face where he slashed at the eyes with both his claws. Flying over head, Wasp was firing his stings nonstop, determined to rescue Nick and Thor. Secretly, she was more concerned for the Prime than she was for Thor, mainly because, well, the one who caused everything and probably why Amora started going after Nick was actually his own family. Her heart nearly snapped when she heard it was Megatronus, not because of who it was but what he did to Nick. She saw him as her little brother, and no one hurts her family and gets away with.

So flying down low, Wasp let out a huge barrage of stings, taking down lines of guards before flying up to go in for another run on a different group. Elsewhere, Giant-Man and Hulk were trying an odd tactic, the green hero poised in the giant's hand. Pulling his arm back, Hank threw Hulk with all his might, sending the gamma hero flying towards three Frost Giants, smashing right into one and knocking him over. While still in the air, he punched another Giant that tried to swat him away, taking him down, leaving a single Giant left.

Axe raised above his head, the guard tried to smash Hulk, but his weapon was suddenly shattered by numerous shots. Looking up, he saw Bumblebee in his human form coming down, both Energon Pistols in his hands. Quickly putting them on his back, the warrior grabbed the handle of his hammer and brought it down on the face of the last Giant, toppling him over with a resounding thud.

Amazingly, the guards that had been stationed here to deal with the Avengers were defeated! Every single one of them were defeated! While the lone Valkyrie had taken a hard hit from the Frost Giant's sword, she was the only one unable to continue the fight. Surveying the battlefield, everything seemed secure enough to have a small meeting. The Avengers gathered together beside the Warriors Three and Sif.

"Well," chirped Wasp, absolutely giddy with the fight they won, "That was fun! Hey, Hey! Did you guys see me?! I was on a flying horse! I rode a flying horse through space!"

"Through a wormhole actually." corrected Hank, the scientist in him showing. Wasp sent him a pout while Warpath, Bumblebee, and Jazz just snickered at the brunettes antics, "we're in Asgard. The Norn Stones pulled us through."

"The Light-Elf Faradei informed us that Nicholas's brother, Megatronus is attempting to conquer each of the nine realms, although I suspect we stalled his plans on Earth." Panther said.

"So the Masters of Evil work for the Fallen?" guessed Warpath, leaning his axe on his shoulder, however, Bumblebee could see what T'Challa was getting out.

"Unlikely," countered the warrior, rubbing his chin, "more like they were working for the Enchantress who was working for the Fallen and carrying out his agenda. She was likely using the Masters to advance his goal."

A snort of disgust came from Sif, who had been tending to the wounded Valkyrie with the other Asgardians. "Amora the Enchantress. I should have known that witch would be involved in this. I will enjoy making her pay," She turned to her comrades, "Come Warriors Three. Let us teach the Fallen and his lackeys the error of their ways."

Upon hearing this, Jazz immediately put himself in the way of the four Asgardians, "Now hold on there, honey. We ain't just gonna sit on the sidelines."

"Megatronus has somehow tapped into the Odin Force itself. He is too powerful for any mortal to fight." debated Sif and even though these mortals put up a commendable fight, they simply weren't strong enough to battle that much power. The machines, er, Autobots, as they called themselves, could very well stand a chance with them.

"Uh, didn't we just take on a hundred giants and warriors?" asked Wasp pointedly as she flew right to Sif's face to say that.

"Sif, look, Thor and Nova are our teammates," interjected Ant-Man, coming to voice his own concerns, "Earth is just as much in the firing lines as Asgard. We're in this together."

Sif held a level expression, though internally, she was actually impressed to hear how these mortals were so willing to not just fight for their home, but for their friends. If she had been in a similar situation, there is no doubt she would also be heading into battle to fight for the very same things. And despite her conscience telling her to keep them from coming, her instincts said that they would help turn the tied of battle. So with a sigh, Sif nodded, understanding that they wouldn't take no for an answer.

However, in spite of everything that happened, Hawkeye noticed something wrong with the group, "Hey, speaking of together; anyone seen Iron Man? Or Cap?"

* * *

 

**_Niflheim_ **

Things had been going about as well as you'd expect when you find yourself trapped in a realm ruled by the Norse Goddess of Death. Cap had accidentally been brought here when the Norn Stone was destroyed. Since then, Hela had been tormenting him with ghosts from his past in the war, trying to convince him to stay for the rest of eternity. At first, he seemed convinced, until he remembered his allies, what he was fighting for, and who was waiting for him back on Earth. He couldn't leave all that behind, not when his duty still called.

So Steve stood before Hela, the woman carefully studying him as a massive wolf circled him, making sure the soldier wouldn't attack its master, "I can smell death on you, Steven Rogers," said Hela softly as she sat comfortably in her throne, "your time in the land of the living is long passed. Niflheim is nothing to fear, Captain. I can create a paradise for you. A well-deserved reward."

Cap looked to side for a moment, contemplating whether or not if he should take that deal. An eternity in comfort sounded promising, but he knew better that in life, nothing is ever free. Also, he still had his job and promise.

"No," refused Steve, looking back at Hela with conviction, "my work isn't done. Zemo and his forces are still on the loose."

Despite that, the goddess only chuckled darkly, "The Fallen's pawns. I play along with his game because it amuses me. But I know, once he is done with Thor and Nova Prime. he will betray me, just as he betrayed my father. So bitter, so much hate for Primus."

That was all Steve needed, "If Thor and Nick are in trouble, I have to help him!" with that, he locked his vision with Hela's "you need to send me to them right now!"

"You wish to return to battle, Captain?" queried Hela, as she stood from her throne and sauntered down to the steps towards Steve, "then you must offer me something in return." As she said that, the queen of the dead was right in front of the soldier, her shapely form nearly pressed right against his chest.

"What do you want?" demanded Captain America, narrowing his eyes, getting the strangest suspicion that Hela may have the same interest in him as Amora did with Nick.

"If I send you to confront the Fallen," explained Hela as she lightly placed her hand on his chest, "And death should claim you in the battle, then your mortal spirit belongs to me." with that, Hela removed her crown, revealing her long flowing black hair, flawless face, and her emerald eyes. In all honesty, she looked absolutely beautiful for the goddess of death.

* * *

 

**_Asgard, Royal Palace_ **

He had nearly completed his plans, he was so close. Now the loose ends that had plagued him for so long had come to him. Just as he planned. They had been so quick to attack Asgard, to rescue their allies and 'stop' him and his plan. But no. At this point, nothing should be able to stop him. Nothing accept the lose of power.

Walking through the halls of the golden palace, Megatronus headed to one of the most sacred and hallowed rooms within the grand home of the Allfather. Stepping through a set of doors, he found himself inside of a large chamber. In the center of the chamber, a large tree was seen growning from the ground up, though it was in hardly a healthy state.

Leaves shriveled up, branches dried and bark breaking off, the Tree of Life, Yggdrasil was sick. Poisoned from the continued draining from the Fallen. The power he obtained from the Odin Force was directed through this very tree. giving him the power that Odin once possessed. But like the Allfather, he lost his power over time and had to replenish it.

Stepping towards the towering plant, Megatronus transformed his right hand into a drill, a sadistic grin on his faceplate as he plunged the weapon into the wood. This had not been the first time as other holes were seen around the trunk. The second the drill buried itself in the wood, the power of the Odin Force flowed into Megatronus, the first Decepticon breathed in deeply, intoxicated by the power he had.

Above him, crows began to caw, seeing the Cybertronian absorb the power. The fallen Prime was killing the Tree of Life, constantly draining its power. But his siphon was interrupted when one of the Infernocons rushed into the chamber.

"My lord, Fallen," interrupted Gorge, snapping the former Prime out of his focus, "there's trouble."

Returning to the throne room where Thor and Nova were still being held, the Fallen took his place in the throne. In his hand was a long grey and purple weapon called a Naginata. A long weapon consisting of a wooden shaft topped with a curved blade. It is an extremely versatile weapon in the hands of a trained warrior and can be used to stab, bash, or hook enemies. And Megatronus had plenty of time to practice with this weapon when he was trapped between dimensions.

Raising his right hand, Megatronus created a small window with the power of the Odin Force. Watching carefully, he saw his forces gathering at the main gate when suddenly, the walls were broken down, casting a large cloud of smoke into the air. Charging out of the smoke, he saw warriors who he knew would be coming, but he didn't predict they would be here so soon. Out of the smoke, the Avengers, Autobots, and Asgardian Warriors charged towards the castle. This was not good.

With an angered snarl, he swiped his hand through the window, dispersing the image. Watching from the landing, Thor smirked, seeing the Fallen agitated while Nova let out a pain snicker.

"This changes nothing, Nova," snapped Megatronus, glaring down at his brother, "if your allies seek to do battle with my forces, then I shall humor them with one. Before the two of you meet your end, I will destroy your Avengers, right before your eyes."

Spinning around, Megatronus locked his attention on the Infernocons, all of the warriors present and kneeling before their master. "Destroy the Avengers and Autobots! Bring me their heads!" bellowed the Fallen pointing out to the entrance. A dark chuckle came from the leader of the Infernocons, already planning on what he and his brothers shall do.

"Yes, master." said Skulk, rising from his crouching position, he and his brothers left.

* * *

 

**_Outer Wall_ **

They had made great progress and time, nearly halfway to the castle. The Avengers and warriors had plowed through the Fallen's guards and soldiers. Each hero working side by side, looking out for one another, covering each other when they needed it. Or just helping take down bad guys. If Wasp was being honest, it seemed like they might actually pull this off, or maybe she spoke too soon.

Each Avenger and Asgardian Warrior tensed when they saw ten glowing optics heading towards them, the bodies obscured by the mist but there was no mistaking those blood red glows. From the smoke, the heroes saw five Cybertronians walk out, each one wielding a different weapon ranging from a sword to a spear and even an axe. Not one of the newly arrived enemies sent a reassuring feeling through the heroes.

"Very mean looking." commented Warpath, seeing the fifteen-foot tall warriors stop nearly fifty yards from them.

"They don't look so tough." retorted Hulk as he cracked his knuckles.

However, he would quickly withdraw that sentence when one of the Cybertronians let out a primal war cry. The other warriors let out their own war cry as their bodies began to transform. One by one, they merged together, plating connected and a hulking form began to rise. The Avengers had to take a step back as a massive warrior loomed over them. Massive arms and legs connected to an equally huge body as the form towered over them at nearly fifty feet. On each arm was a gigantic cannon, fashioned in a way to look like a dragon head.

 **"INFERNOCUS, ONLINE."** bellowed the massive Combiner, taking a step forward, shaking the ground.

Raising its right arm, Infernocus aimed its cannon at the heroes, the barrel glowing dark red. Not wanting to stick around, both Asgardians and Avengers dove out of the way just as the shot was fired. A massive red bolt erupted from the muzzle and crashed right into the ground, causing a huge explosion. Pulling their strings back, Faradei and Hawkeye fired an arrow at the lumbering Combiner, but neither shot did any damage to the thick armor of the Titanic being.

"What the heck is that thing?!" shouted Hawkeye, clearly surprised to see a Combiner.

"I do not know." informed Sif, having never seen a Combiner either.

"Not friendly, that much is sure!" shouted Crosshairs as he jumped to the side, the other Avengers following suit when Infernocus tried to slam his massive foot on top of them.

Hulk leaped back when the appendage came down, but quickly attacked, grabbing a hold of the base. Gripping the metal as tightly as he could, but even with his immense strength, the jade giant couldn't get a grip and was sent flying when the massive Cybertronian kicked his foot through the stone and sent the Hulk flying into a building, causing the structure to crumble from the impact. Warpath tried attacking as well but was blown several hundred yards away with a single blast from the Combiner's cannon. Giant-Man and the other Avengers retreated as Infernocus lunged at them, shattering the stone ground as his gargantuan body crashed. Bumblebee tried shooting Infernocus, along with Crosshairs and Jazz, the combined shots did draw their attacker's attention, but to very little advantage because he just raised his foot into the air and brought it down with a mountain shattering impact, creating a shockwave that sent all three Autobots flying.

Seeing a chance, Hank grabbed a hold of one of the spikes on the Combiner's back, attempting to punch the larger being. But Infernocus shook around, attempting to dislodge the giant. Then an idea entered his processor. Leaping into the air, the combined Cybertronian crashed down right on top of Giant-Man, pressing the hero into the ground with his mass. The result was Hank letting out a pained wheeze and lying prone as Infernocus rolled off. Getting back to his feet, Inferoncus loomed over the remaining Avengers and Asgardians.

"This is it, isn't it?" whimpered Jan, shattered that they came so close. So close to saving Nick, Thor, the Earth, everyone. But she should have guessed that sooner or later, they would meet someone who was stronger and more powerful than them. Except she didn't think it would be so soon.

Cannon aimed at them, Infernocus prepared to fire, when suddenly, a familiar red, white, and blue disc flew out of nowhere. The object crashed right into one of the eyes of the giant, causing the machine to reel back and fire a shot off in a random direction. Spinning around, each Avenger saw someone they knew would be coming along eventually. Standing a top a wooden tower, Captain America caught his returning shield.

"Hawkeye, Wasp, Panther, Bumblebee, Jazz, Crosshairs, aim for the eyes and cannons!" barked Cap, already gained a plan, "Hulk, Warpath, Giant-Man pick a leg and take it down! Let's move Avengers!"

With that, and with an actual plan, the Avengers charged into battle.

* * *

 

**_Royal Throne Room_ **

Inside the palace, Megatronus grimaced as he saw Captain America arrive. He was likely the second most dangerous Avenger, after Nova. He could inspire courage in others just as a Prime could. This made him very dangerous, and a great obstacle to his plan. However, despite paying attention to the battle, Nova let out a chuckle, his injuries mildly healed.

"Seems you and I both have something in common, Megatronus," stated Nova, gaining the Fallen's attention, "we both may have underestimated the Avengers and their resolve."

His response was an angered scowl.

* * *

 

**_Outer Courtyard_ **

Now that they had a plan, they just needed to get to work with it. It was relatively simple in thought, take out the eyes so Infernocus couldn't shoot them and then take out the legs to send the giant toppling over. So without any second thoughts, the Avengers sprung into action, Giant-Man and Hulk began pushing at the legs, forcing the Combiner to try and steady itself. Warpath was also helping by shooting at the back of the knees specifically the joint. It was a known fact that on any creature, the joints would be the weakest points. With the combined effort, Infernocus came crashing down right onto his stomach.

Running in front of him, Hawkeye and Faradei fired their own arrows right below the optics, Wasp chasing after the arrows. Each bolt lodged itself between the plating, getting stuck so when Wasp flew right up to Infernocus's face and fired at the ends of both arrows. The projectiles then lit up wildly, electrocuting the giant, causing a pained howl to erupt from its voice box.

Seeing a chance to do more damage, Black Panther leaped forward with Crosshairs, the two grabbing a hold of Infernocus's face. The giant tried brushing them off, but they moved out of the way fast enough so he would only hit his face. "Let's give this guy a headache he won't soon forget!" jeered the green Autobot as he took out his sword. Flipping it around, he plunged the blade into the Combiner's neck while Black Panther slashed at the other side. A thunderous roar echoed from Infernocus, the attacks catching it completely off guard, but it had one more trick.

Plating shifted and broke apart, the Combiner began to separate into its five individuals. The two Avengers leaping off the second he began to transform. In a matter of seconds, Inferoncus reverted back to the five Infernocons, each one looking pretty exhausted and unable to fight.

* * *

 

**_Royal Throne Room_ **

"These foolish humans and Autobot hold no threat to me!" denied Megatronus, swiping away the mirror as he glared down at Nova and Thor, "I control the Odin Force! Yggdrasil bestows its power to me!"

"If you're as powerful as you say, Megatronus," began Nova as he glanced at the doors leading into the Throne Room, "then why is it that I sense worry?"

Megatronus glared angrily at the youngest Prime, taking his Naginata in both hands. He had just about enough of this Prime's disrespect! If he found mocking him to be so amusing, then he'll have to learn that you should never insult a god! However, before the Fallen could ram his weapon into Nova, the ground began to tremble, causing Megatronus to freeze in place as he glanced towards the wall behind him and Thor. Cracks began to spider web across the finely made wall when suddenly, it burst open and the five Infernocons were sent flying into the Throne Room.

Megatronus narrowed his optics as he saw the Avengers emerge from the smoke, along with the Asgardian warriors. He knew they would come, he knew they would try to stop him and rescue their allies, but he didn't know they would come this soon. Jan was hovering by Bumblebee's side, attention focused on Megatronus. She had never seen the Fallen before and if she was being honest, he looked way scarier in person. The soulless blood red eyes carved into her soul, but she didn't care that much. He hurt Nick and now he was going down for that.

That's when Wasp saw the state Nova was in and gasped, "Nova!" cried Wasp. She nearly flew right towards the teen out of concern, but a hand came in front of her. Looking back she saw Bumblebee shaking his head. Telling her that now wasn't a good time to get distracted.

"Surrender, Megatronus." ordered Cap, his attention locked completely on the Fallen.

"Never." swore the Fallen, taking his Naginata and flipping it around.

"Guess he wants to do this the hard way." quipped Hawkeye, reaching for one of his arrows and notching it.

"Since when do the bad guys ever take the easy way?" smirked Jazz as he flipped his visor down.

"Avengers," called out Steve, readying his shield, "take him down!"

Hulk was the first to charge at the Prime, Megatronus not even fazed as the green goliath heading right for him. With an angered roar, Hulk threw a punch right at the Fallen but was met by something shocking. Raising his left hand, the First Decepticon stopped the blow with just his pointer finger. "You bore." insulted Megatronus as he merely shoved Hulk back, but the gamma hero was sent flying as he crashed into the floor, carving a small trench.

That's when each Avenger attacked, Cap hurled his shield, Hawkeye let loose his arrow, Wasp fired her stings, Bumblebee fired his Energon Pistols, Jazz blasted his Sonic Disruptors, Crosshairs unloaded his SMG clip, Warpath fired his Scrapmaker and swung his axe sending a fireball. Megatronus swung his Naginata in a wide arc, blocking each attack. Sif charged in with her sword and swung at the Fallen, but Megatornus blocked the attack and countered with a side kick that sent her flying back where she crashed into Faradei.

As this was happening, Nova and Thor were watching as their team, their friends were getting beaten horribly. They felt so useless shackled and broken. They should be part of this fight! Helping their friends! Stopping Megatronus! But they couldn't.

Trying a different tactic, Giant-Man tried crushing Megatornus into the ground with both his fists, but was stopped and raised into the air by Megatronus thanks to his telekinesis. Glancing back, the Fallen saw Black Panther with his Vibranium daggers attempting to stab him. But he only smirked as he maneuvered his Naginata to hook him around his right arm and bash the Wakandan king into the Pacifist, sending both heroes crashing to the ground.

Placing the weapon on his right arm, Megatornus's body began to transform, plating shifted and his arms joined while his legs gained tank treads. In no time at all, the Fallen had transformed into his vehicle mode: a massive tank with twin rocket launchers and a central cannon. The barrel began to glow dark purple as electricity crackled violently, then the cannon fired. A massive beam struck the ground in front of the Avengers, launching each of them into the air, also sending the Asgardians flying as well.

Around the room, the Avengers lay defeated. Jan was lying on her side by Bumblebee, her armor dented and almost falling off. Bumblebee was also in a similar state. So were the other Avengers as well. Cap was concious, but only just as he tried to grab his shield when a large shadow loomed over him.

"Surrender?" mocked Megatronus as he towered over him, "You really have no idea with whom you speak, Captain? But you will have the honor of being the first to perish of the Avengers." Transforming his right hand in a drill Megatronus knelt down as he brought the drill closer and closer. This might truly be it (and yes, I know I am saying that a lot but in some instances, the Avengers really looked like they were going to meet their maker). After so many hard fought battles, this is how he goes?

However, if it was by fate or chance, the low rumble of an engine drew the Fallen's attention, as well as Cap's. Heading right for the hole they created when the Infernocons were blasted into the Throne Room was an old Cybertronian fighter. Strangely, it looked kinda like Lockheed SR-71 Blackbird, a trail of black smoke was coming from the engines but amazingly, the plating began to shift. "INCOMING!" shouted the black and white Cybertronian as he transformed mid air, "STICK THE LANDING!"

Unceremoniously, he crashed into the ground, but was able to recover as he rolled to his feet and charged at Megatronus, "BEHOLD THE GLORY OF SKYFIRE!" bellowed the Cybertronian as he swung his axe into the gut of Megatronus, bashing him into a pillar, snapping it in two, "NOW, LEMME SHOW YOU HOW WE BROUGHT THE PAIN IN MY DAY!" With that, Skyfire grabbed Megatronus and hurled him into the stairs breaking it into pieces. The Fallen tried to get up, but a massive foot came down on top of him, crushing him further into the stone.

Initially, the attack caught him off guard, but if Megatronus was who he is, then he knew more combat than this old geezer. So without warning, the Fallen grabbed Skyfire's arm, putting him into an armbar before he did something that caused Cap's and Thor's eyes to widened while Nova cried out for the Fallen to stop, but it was too late. Megatronus rammed his drill right into the stomach of the former Decepticon. The old being cried out in pain as he tried to push the Fallen off, but couldn't as the evil ruler jammed his weapon further into him before kicking Skyfire back and onto the ground, "I'm to old for this, scrap." muttered Skyfire as he rolled to his side by Nova.

"I have studied all of you, humans and Cybertronians, all this time watching you cowering and alone," taunted Megatronus, turning on his heel and returning to his throne where he stood in front of it to gaze down at all the feeble 'heroes,' "on Earth, you maybe seen as heroes, saviors. But here..." as he was speaking, Hawkeye tried to notch another arrow, tired of listening to Megatronus monologue, "you are as valuable as dirt." Insulted the Fallen as he flicked his wrist flipping Hawkeye over, throwing his aim off.

Grinning sinisterly, the Fallen closed his battle mask, the parts of his horns folding over his eyes while the mouth guard snapped shut, "Without the Prime, none shall save you." Aiming his cannon at them, Megatronus watched with glee as the heroes all looked up in shock. But before he could fire, thunder rumbled in the distance.

Looking up, the ceiling shattered and a massive bolt of lightning came down between the Avengers and Megatronus. The bolt was so bright that the Decepticon had to shield his optics. When the glow died down, standing in the place where the lightning struck was a silver suit. It had glowing magical fissures across the arms and abs. In the center of the chest was a glowing Arc Reactor. Iron Man had finally arrived.

"I will," declared Iron Man, the amount of resolve in his words was staggering, "Avengers: Assemble!"

Taken back for a moment, Megatronus did not quite understand how those humans had so much luck. Why is it that every time he had them, someone or something by some stroke of luck stopped him? Why? Perhaps he'll find out after they're gone.

"You dare to-wait," Megatronus narrowed his optics behind his mask, remembering what Loki had told him about Thor, specifically his hammer, "that armor; the metal is Uru."

"Yeah, same as Thor's hammer," informed Tony with every bit of anger for the Fallen, "now, get away from my people before you get hurt."

"You dare to threaten me?" Snapped Megatronus, though he had to admire Stark's moxy, "I admire your courage, Anthony Stark, but with the power at my disposal, do you really deem it wise to threaten me?"

"It wasn't a threat," retorted the inventor, his right hand snapping up and fired a bolt of lightning at Megatronus. The Fallen raised his hand and blocked it with just his palm, "Free Thor and get Nova patched up! I'll hold him off!"

With that, Tony launched into the air with his thrusters. Growling angrily, Megatron's followed, thanks to the Odin Force, he could do pretty much anything, flight being something he once lacked.

"Hawkeye, Ant-Man, Jazz, Panther: get to Thor and Nova, patch him up as much as you can, the see what you can do about Skyfire," ordered Steve as he grabbed his shield and placed it on his right arm, "everyone else, you're with me."

With that, each Avenger took off to do their duty, the four Avengers ran over to their allies, Nova was struggling to get his feet under himself. Hank immediately went over to support the Prime while Hawkeye set to work freeing Thor. Notching one of the magic arrows he was given, he fired the object near Thor's head, the tip puncturing the stone. Cracks began to Spiderweb out and in a matter of seconds, the strong stone was completely fractured. With his bonds weakened, Thor was able to break free from the stockade.

"Take it easy, Nick. You're incredibly injured," ordered Ant-Man as he took out a small sauder and began to seal up some breaches.

"I need to get out there," said the Prime breathlessly as he tried to head to the battle but nearly fell had Jazz not caught him.

"Boss, you can't beat him like this." Stated the Autobot, but a groan echoed from behind them as they saw Skyfire hobble torwards them.

"He's right, but to die here is not your destiny," stated the Decepticon, "Nova, take my parts."

The Prime's eyes widened, was he really suggesting that he would take his life? "No, you must rest."

"My time on this plain has long passed, Prime. It is time for you to Avenge the wrong doings of your brother and save the world," with that, Skyfire stood up, his right hand shaking as he reached towards him, placing his large hand on Nova's head, "now fulfill your duty."

From Skyfire, a blinding flash erupted, in fact it was so powerful that every single Avenger had to shield their eyes.

* * *

 

**_Outside_ **

The battle was looking pretty bad and while the heroes were able to score in some hits, Megatronus was just more powerful than any of them. Iron Man was able to blast the Fallen with his mystical lightning thanks to the borrowed armor, but the bolts nearly did nothing. Wasp was being a major pain, shooting the Con in the back whenever she had a chance. Bumblebee, Warpath, and Crosshairs were shooting the Fallen from the ground, pelting him with fire, bolts of energy or whatever else they had in their arsenal. Hulk even managed to land a few blows, but like before in the palace, their attempts did practically nothing to slow the former Prime down.

Iron Man was blasted down into a building, shattering the structure under his weight and the force of which he was struck by. Cap hurled his shield as hard as he could at the Fallen, but the projectile was deflected as Megatronus lazily batted it away. From behind, Hulk leaped at him, right fist pulled back as he threw a haymaker at the Fallen. Megatronus easily caught the fist as he shocked the gamma hero with the power he stole from Odin.

A barrage of Energon bolts struck him from below, looking down, he saw Bumblebee, Warpath, and Crosshairs firing everything they had at him. Flying down low to the ground, the Fallen once again transformed into his tank mode. The twin rocket launches on his frame aimed at the Autobots and unleashed a salvo of twenty four rockets. The trio leaped away from the walkway which they stood on as the missiles struck the path and destroyed it.

Turning back into his robot mode, he moved to intercept the annoyances when he suddenly felt a few pings on his armor. Looking around, he saw Wasp firing her stings with as much power as she could muster. While the attacks were amusing for Megatronus, it quickly got old as he caught Jan between his finger tips.

"I admire your bravery, human," complimented Megatronus, but a sinster glare was hidden behind his mask, "but not your intelligence."

Wasp struggled as she tried to escape his hold, gasping slightly as she felt his grip tighten. The air was being squeezed out of her lungs, causing Wasp to cry out in pain as the grip was getting tighter and tighter. That's when a bright glow began to shine from the palace.

The glow drew Megatronus's attention as he let his grip relax. Intrigued by what was partaking in his home. That's when the side of the palace shattered a blur erupted from the smoke. With no time to react, the Fallen was struck with an unbelievable amount of force that sent him flying and also releasing Wasp as she gasped for air. Landing some two hundred yards away, Megatronus growled in anger, but then gasped at what he saw.

Hovering in the air, Nova Prime glared down at him. His armor was repaired but something was different, it was not the same armor from Hyper Mode. No these parts looked like from that old fool that attacked him. Large black wings with massive engines helped keep the Prime in the air. His right arm had a giant cannon as plating covered his entire body. His left arm had a wrist mounted machine gun and a retracted sword. In all honesty, Nova Prime looked very, very intimidating.

"Megatronus, today you answer for your crimes against Asgard, Earth and the Nine Realms, and against life," delcared the youngest Prime, landing a few feet away from him, "One shall stand, one shall fall."

"The fall!" Bellowed Megatronus as he rushed to his feet and charged at Nova.

The youngest Prime following suit as they both let out a battle cry and threw a punch at each other.

Groaning, Wasp sat up, rubbing his sides as Megatronus's grip had really hurt her. For a second, she really thought that he was going to crush her, but then something hit the big lug and...

Eyes widening, Wasp spun around to see Megatronus and Nova locked in an epic duel. But something was weird about him, like his armor didn't match up, as if someone had welded parts from another Cybertronian to him. But she wasn't focusing on what Nick was wearing, all she knew was that Nick was really hurt the last time she saw him. He needed help!

"Jan!" Shouted a familiar voice.

Spinning around, the heroine saw Bumblebee, Thor, and the others racing up. T'Challa, Jazz, Hawkeye, and Hank were nowhere to be seen. Seeing her friends here, Wasp immediately flew back into the air to tell them what was happening.

"Nick's fight Megatronus! We have to help him!" Declared Wasp, a sense of determination and conviction in her words.

"Agreed." Replied Cap, but before anyone could move, their communicators went off.

 _"Negative,"_ ordered Nova through the comm. link. The declaration caused Jan to gasp, but then adopt an angered expression as she spun around to see Nova still fighting against his brother.

"Nick, no we're going to help!" Snapped Jan, practically flying to the fight but then Nova informed them of something vital.

" _Megatronus cannot be defeated by anyone. He must be defeated by a Prime,"_ clarified Nova as he continued to grapple with Megatronus, trading blows and attacks that actually caused shockwaves, " _Jan, this fight must be mine alone."_

Wasp and the other Avengers looked at each other sadly. Nick was fighting against his own family. Even though the Fallen may have betrayed his brothers, Nick didn't see him as a monster, a traitor, or a being who cannot accept what happened so long ago. No, he saw Megatronus as a victim of someone else influencing.

The battle between them was devastating, but Nova didn't need to overpower the Fallen, he just needed to stall for Panther and the others to figure out a way to stop Megatronus. But keeping his attention was the last of Nick's worries.

Pushing as much power as he could to his thrusters, Nova tackled Megatronus through a building, both Primes practically wrestling in the air as they smashed through another building. The two landed on the ground with a hard thud as the ground fractured under their weight.

"DIE, LIKE YOU BROTHERS!" Roared Megatronus as he tried to tackle Nova, but the white, gold, and black Prime was faster and shot him point blank in the head, blasting him into a wall.

"THEY WERE YOUR BROTHERS TOO!" Retorted Nova as he threw Megatronus into the ground.

Before he could capitalize on his advantage, Megatronus performed a jump kick, knocking Nova back several feet. Charging at each other, Megatronus aimed his cannon at him, but Nova was able force his aim off, causing Megatronus to fire in the wrong direction. For about a minute, the Primes tried shooting each other but couldn't as they both kept redirecting each other's shot. After a few more misses, their cannons were suddenly aimed at each other and fired at the same time.

Megatronus and Nova were sent flying back as the shoots collided, causing a small explosion. They flew about thirty feet in opposite directions, putting a total of sixty feet between them.

Getting to his feet, Nova disengaged his cannon and extended his sword. Seeing a challenge, Megatronus fired a bolt of energy at Nova, the Prime using his sword deflect the shot as he ran towards the Fallen. Megatronus kept firing, but Nova kept deflecting the shots. When he was in range, he swung his sword down while Megatronus took out his Naginata and blocked the attack.

"An admirable effort, Nova. You should feel honored to fall at the hands of a king." He commended his brother, the only other time he was given a fight this thrilling was just before his banishment.

"A Prime is meant to lead a civilization; not rule one." Snapped Nova, disgusted that Megatronus saw himself as some sort of God.

"Maybe so, but that will all change once I destroy you, the humans, Primus and the other Primes! And no one will be left to stand in my way!" Shouted Megatronus, shoving Nova back.

"You may destroy me, brother," began Nova recalling something he was told by Optimus, "but you will never destroy the will to fight, but more importantly you will never win because your goal will never be reached! Even if you destroy me and the others, you will have nothing afterwards, you will have no one to care for! No one will help you because nobody cares about you! Not like this!"

Megatronus narrowed his optics, he must be lying! After he destroys his brothers, he will lead Cybertron to a new age, one of peace and order with him as its ruler! But something about what his brother said got to him. Except he didn't show it, "Even what you say is true, which I highly doubt it is. I can still destroy you right now!" Megatronus suddenly transformed into his tank mode. The barrel began to glow as energy began to build higher and higher. Nova took a tentative step back as he saw the energy charge, "You can't possibly withstand the full power of the Odin Force!" At max charge, Megatronus laughed madly as he fired, "Farewell, Nova Prime."

The blast connected with him and the explosion was spectacular. A massive flash of energy erupted, causing a shockwave that forced the Avengers back, Wasp nearly getting blown away. The blast was so powerful that the buildings nearby were knocked over. When the smoke died down, they could see Nova still standing, though he moaned in pain as agony gripped his body.

"Impressive," said Megatronus, genuinely because no one has ever survived a blast that powerful from him before, "You efforts are so impressive, I almost want to applaud. But destroying you won't bring any satisfaction if you don't care. But destroying your friends," that caused Nova to growl in fury, "now that sounds interesting. I will enjoy crushing them when you're gone."

With that, his cannon began to recharge dramatically, the same glow rising before Megatronus fired again. It looked like Nova was going to take another blast but suddenly he moved, pulling his left hand across his chest, the Prime back handed the blast causing it to disperse around him and explode harmlessly behind.

"I WILL NOT ALLOW YOU TO PUT MY FAMILY AT RISK, MEGATRONUS!" Roared Nova as he shot forward and tackled the Fallen, plowing through several buildings. But as these two were dishing it out, four others were on a mission that could very well decided the victor of their battle.

* * *

 

**_Asgardian Palace_ **

When Nova left, he gave Ant-Man, Black Panther, Hawkeye, and Jazz in order: find a way to sever Megatronus's connection to Yggdrasil. Simple. Right?

"So tell me again how you can see magic?" Requested Hawkeye, still a bit perplexed on how he was able to see magic.

"Yeah, could you run it by us again?" Jazz agreed as he and the others entered the chamber that contained Yggdrasil.

"Thor allows Wakandan scientist to study his hammer," replied T'Challa, stopping just in front of the Tree of Life, "it was informative."

Looking up at the mighty object, Panther could see the magic flowing through the trunk. The energy that controls and keeps reality stable was corrupted but only ever so slightly, "Yggdrasil, it seems to be the focus of the energy."

"So what are we supposed to do?" Asked Hank, completely without a clue since he was a scientist and this was out of his range of knowledge.

"When in doubt; blow it up." Suggested Clint as he took out an arrow, but Jazz was pretty quick to stop him.

"Okay, lets not set the plant that controls reality on fire please?" Requested the Autobot urgently.

"Agreed," said T'Challa, "in mythology, the Tree of Life holds together all of reality, similar to how Primus controls all of the positive energy in the universe. And, as all of reality seems to be feeding into this tree, perhaps we should consider this."

Hawkeye, lowered his bow, slightly getting what the two were after. Destroying the tree could very likely break the fabric of the universe and cause more harm than good, so they needed to find another way to remove the power Megatronus stole. As Hawkeye was thinking, Jazz noticed something perched in the dead branches of Yggdrasil. Upon further inspection, it was revealed to be a pair of crows. The sight of which caused the Autobot to let out a laugh of amusement as he elbowed a king to get his attention.

"Yo, Clint, check it out." Said the easy going bot as he pointed at the two crows.

"What do you know, Asgard's got birds." Said the Archer in amusement.

But when the birds began cawing, it was anything but funny as the noise they created was practically deafening. Panther, Hawkeye, Jazz, and Ant-Man clamped their hands over their ears or audio receptors as the noise was so powerful. They take it back, Hawkeye and Jazz were wrong, Asgard does not have  _normal_ birds. But if the pain was any consolation to the pain being felt outside, they would feel rather fortunate.

* * *

 

The battle between Megatronus and Nova had nearly reached a stalemate. The Prime and Fallen were in equal states of damage, despite Megatronus's huge power advantage, Nova was more careful and taking advantage when he made mistakes. But that only worked for so long and right now, he was praying that Hank and the others were figuring out something quick to stop Megatronus.

Stumbling back, Nova took a hard blow to the jaw from a left haymaker, cracking his battle mask. He was then slashed at the stomach, nearly causing the teen Prime to double over as he held the area where he was slashed. With an angered snarl, Megatronus swung down with his Naginata at Nova's left side. A distinct shinkt echoed through the air as Nova's left wing was sliced off.

Frozen in place for a moment, the teen felt a wave of agony spear through his body before falling to one knee. And with a groan of exhaustion, he fell onto his chest. Megatronus stood over him, weapon poised to impale his brother through the back.

"So ends the age of Prime." declared the Fallen.

Watching from the side, the Avengers and the Asgardians stared in shock as Nova fell. The Prime had fought with more determination, drive, valor, and bravery than any of them had seen in a while. Sir was watching the fight closely and she had to give the Prime admiration for lasting as long as he could against the Odin Force. However, one heroine refused to see Nick go down.

"Get up, Nick!" Cried Wasp as she absolutely objected to see her best friend did.

Inside Nick's mind, he was just as exhausted. The other Primes had seen how hard he fought, how much he risked to protect his family and woman he loves. And how reluctant he was to break the one rule he swore to never break, but he needed to end this fight, not for himself but for everyone.

 _'Prima, I ask you,'_ addressed Nova to the leader of the Primes, ' _no, I demand of you and the other Primes to give me the strength to bring out lost brother home.'_

 _'Very well.'_ Replied the leader of the thirteen.

In a fraction of a second, the Matrix of Leadership burst to life the moment Megatronus brought his Naginata down. A ray of light shot from Nova's chest and streaked up around to his back, blocking the strike. The Fallen gasped as he saw the raw power that stopped him. Then a sudden pulse of energy sent him sliding back, "WHAT?!" Roared Megatronus as he saw Nova standing up, though head hung down and his body slouched over.

"Megatronus," spoke Nova standing straight, the ray of energy collected in front of him, putting out a brilliant blue glow. The glow began to dwindle and reveal a massive sword. A silver blade with an intricate design of two separate blades crossing over each other. A gold and gray hand guard held the two blades in place as the sword stopped glowing. Instead the entire blade erupted in a brilliant flash, energy began to flow from the massive twelve foot long sword. This was the sword that Solus created from Prima and the very one that possess the power of the Matrix: the Star Saber, "today your struggle for peace is at an end."

"NO!" Roared the Fallen as he sent a huge blast of energy at the Prime. Putting as much of the Odin Force as he could, the wave was about the size of the Avengers Mansion.

Despite the clear threat, the Prime was not fazed, instead, he pulled the sword back and slashed upward. The entire attack was cleaved in half and dispersed and the spectators to one of the most powerful fights yet were in absolute awe. Megatronus was especially shocked, but that quickly turned to fury as his entire body became engulfed in the raw power of the Odin Force.

"I WILL NOT FAIL TO A WEAKLING LIKE YOU!" Roared the Fallen as he charged forward towards the Prime.

"THEN COME AND GET SOME!" Retorted Nova, charging forward as well.

In a matter of seconds, both warriors met, their weapon crashing into each other. The energy being put out created a massive orb of the power of the Odin Force clashing against the power of the Matrix of Leadership.

* * *

 

**_Asgardian Royal Palace_ **

Inside the palace, the crowd continued to shriek, creating sonic waves that put the four Avengers inside in agony. They had taken some hard hits in the past, but this felt like their heads were going to burst. Granted they may have felt this kind of a pain in the past, but only for a few seconds. The deafening shrieks had been droning on for over a minute. And Ant-Man knew they couldn't let a few birds stop them.

Pressing a button on the side of his mask, his helmet formed over his head, acting as a sort of buffer against the painful shriek. Shrinking down to a smaller size, he ventured towards the Tree of Life, intent on finding a way to get rid of Megatronus's corruption.

Once he was at the base, Ant-Man made his way through the roots. Searching for something that would undo the damage. In all honesty, he had no clue what he was looking for, but if it was glowing and put out loads of energy, he might have found the right thing. And about a minute later, he found what he was looking for.

* * *

 

**_Outside_ **

Metal crashing against. Blades clanged against one another. Two warriors were locked in a mortal conflict with one left standing. Megatronus and Nova Prime were giving it their all. But despite all the bloodshed, all the pain, all the suffering that had been caused by the Fallen, Nova was going to try and reach out to the brother he knew was in Megatronus.

"LOOK AT WHAT YOU ARE DOING, MEGATRONUS!" Cried Nova over the roar of the energies warping against one another, "YOU MUST STOP THIS! NOT FOR OUR SAKE, BUT FOR THE SAKE OF YOUR OWN WELL BEING!"

"NEVER! I WILL NEVER SURRENDER!" Roared the Fallen as he shoved the Prime back.

"STAND DOWN!" Cried Nova, readying the Star Saber for one last strike.

**"SILENCE!"**

With that, Megatronus charged for one final strike, Nova replicating the attack. Both warriors flying as fast as they could at each other. The Fallen raising his Naginata at Nova and swung it diagonally while the Prime thrust the tip of his sword right at Megatronus. In a breathless moment, the Fallen's weapon shattered as the Star Saber broke through it, then an agonized scream echoed through Asgard.

The Star Saber was plunged deep into the Spark Chamber of the Fallen, violet Energon seeping from the wound. Then without warning, the Odin Force began to act up, causing a huge wave of power to erupt. Without any concentration, Megatronus couldn't contain the power he stole, it was going to overload his body and cause Ragnarok. But then suddenly, from the palace behind, a flash erupted. Golden energy branched out like the limbs on a tree. The energy Megatronus had stolen was being returned to its rightful owner.

But the action had been made and the consequences were heavy. The Avengers and Asgardians pulled themselves to their feet, having been knocked over when the Odin Force lost control. For something so dramatic and powerful, the sound of silence was almost alien, but the quiet was the last thing on one of the heroes minds.

"Nick did it!" Cheered Wasp as she realized that Nova stopped the Fallen, "Oh, I knew he could do...wait! Where is Nick?"

Looking around, each Avenger scanned the area, searching for their ally when Sif spotted a figure among the smoke.

"Over there!" Pointed out he Valkyrie.

Almost instantly, Wasp sped off in the direction where the warrior saw Nova. Despite the cries from her teammates to wait up, Jan didn't care to wait. Not when Nick could be hurt. Flying closer she saw Nova standing with his back to her. She was about to call out to him but stopped and let out a gasp of shock at what she saw.

Standing in place was Nova holding the Star Saber, impaled through the Fallen's chest. A look of shock and despair was on the youngest Prime's face. Unconsciously, he pulled the blade out from Megatronus, allowing him to fall back as the battle mask the Decepticon was wearing retracted revealed his own expression: pain, shock, and terrible realization. Energon was leaking profusely from the wound, but this was not normal Energon. It was purple.

"Megatronus!" Gasped Nova as he threw the Saber aside and got down to the Fallen's side, pressing a hand on the wound to keep the Energon from bleeding out.

"I never...I never wanted to hurt anyone..." gasped the Fallen, looking around to see the Avengers, Autobots, and Asgardian gather around, "I...I only wanted to...to protect Solus...I didn't want to lose her...I was just..."

"You were afraid to lose someone you loved," concluded Nova as he kept his hand in place, the once blood red optics of the Fallen turned blue, the corruption had subsided. Liege Maximo influenced him to become more aggressive and violent but it was Unicron who truly changed him. Infecting him with Dark Energon, making him so violent that he killed the one he was trying to protect.

"Prima...Vector...Primus..." gasped Megatronus, his voice becoming progressively weaker.

"They do not blame you for what happened, Megatronus," reassured Nova, "none of us did. It was Liege who did this."

"Then...what...am...I?" Asked the long lost brother.

"You are Megatronus, you are our brother." Answered Nova. Megatronus seemed to take a moment to think before he began to laugh, though coughed hoarsely, "Just rest Megatronus. We'll get you patched up."

"No...no...after...everything...I've done...I don't deserve it." Sighed the Fallen, his grip slacking.

"No, no, look at me, Megatronus," begged Nova, almost desperately, "everyone deserves a second chance. Above all, you deserve a second chance."

Sighing, Megatronus looked at Nova in the optics, seeing the genuine care in them. The look someone gives a person who doesn't see them as a monster or a killer but as someone in need of help, "You really are Primus's son." Said Megatronus, the words held admiration.

Around the two, the heroes and Asgardians began to have a different view of Megatronus. He wasn't some evil war lord who was out for revenge because of some petty misunderstanding, no this was a being who was afraid of losing someone he loved and a true evil used that fear and drove him to this. Used him. All previous anger felt was replaced by sympathy. So with a final sigh, Megatronus rested his head back, his optics turning dark as his Spark was extinguished. Bowing his head, Nova held his brother, silent tears began to fall. By his side, Jan returned to full size and gave the Prime a comforting embrace as best she could.

For nearly a minute, Nova remained there, just holding the Fallen's body before taking a breath he released him laying him back gently as he shut his optics to lay him to rest, "I want to bury him," Requested Nova suddenly, "I want to lay him to rest."

Without saying a word, Warpath, Hulk, And Thor came over to help carry the body of a brother who was once lost has now come home.

* * *

 

***Six Hours Later***

The Avengers stood before Odin, the burial was quick but meaningful. An unmarked grave over looking Asgard in the mountains was where Megatronus was laid to rest. With the help of a local smith. The Fallen's Naginata was repaired and used to mark where the Fallen would continue to rest for all eternity. But despite the fight being over, the war won and the Nine Realms saved. It was a bitter sweet victory for Nova. But still, it was time to celebrate, the reign of Megatronus had fallen and peace was restored.

Gathered in the main hall, the Warriors Three, Sif, Baldur, Heimdall, and several other Asgardians stood together to thank the Avengers who went to the ends of the Nine Realms to save them all. Even Odin himself, sitting in his throne looked upon the mortals with admiration for them. Even the Valkyrie that Warpath had saved was there. In order to reduce tension, the Autobots had all changed into their human forms to keep things peaceful considering it was one of their own who nearly destroyed the Nine Realms.

Warpath's human form was about seven feet tall, muscular but not so much that it was ridiculous, with brown messy hair and bright blue eyes. He had the same build as Thor if only just shorter. He wore red camo armor, the axe he took from Skurge was slung over his back, he wore tan combat pants and black boots. The Valkyrie who he saved had seemingly taken a pretty big interest in him because she was cozying up to the Wrecker. In all honesty, they made an interesting couple.

"My son," said Odin, speaking to Thor who stood in front of the group of heroes, "you returned to Asgard in its time of need. You have freed us."

"No father, I have not. I, myself, was freed," informed Thor, knowing that the true praise goes to his friends, "by the Avengers."

Stepping to the side, he held his hand up to show the many humans and Cybertronians. Wasp was giving a friendly wave as the other heroes stood with humbled smiles.

"Mere mortals?" queried Odin, raising an eyebrow. Despite everything that has happened, he is still an Asgardian.

"These mortals just saved all the Nine Realms and another world entirely; they deserve our respect," explained Thor as he stepped towards his friends, knelt on one knee as a sign of respect, "Avengers, I thank thee. Truly I am honored to count myself among you."

"Please," said Nick, holding his helmet under his arm as the Star Saber rested on his back, "the honor to have you with us is ours."

Seeing that these mortals risked everything to save them, the respect of Asgard was the least they deserved. Rising from his throne, Odin stepped down to speak with heroes personally, "You have the thanks of Asgard, mortals. You have our respect." looking around, Odin called out to his subjects, "To the Mightiest Heroes of the Nine Realms! Hail Avengers!"

With that, the Asgardians began to chant 'Hail Avengers!' Each hero felt a swell of pride in them. The Valkyrie that was by Warpath's side quickly pulled him down to plant a small kiss on his cheek. The Wrecker's face turned about as red as his armor from that as a goofy smile crept across his face. Nick looked around, smiling proudly to see the lives of so many saved. But then he remembered something, causing the Prime to bow his head. In order to save them, the life of his brother and the life of another had to be lost.

But then he remembered something about each death: Skyfire died fighting to protect the Nine Realms and in a way, he did do that. And Megatronus was saved from the influence of Unicron and brought to rest in the Allspark with Solus. He finally knew peace. So with a proud but still tender grin, Nick looked up, realizing that it was not Megatronus's love that caused him to rebel, but the work of both Unicron and Liege Maximo. Meaning he had nothing to fear about love. And maybe, just maybe, he was ready for something special.

* * *

 

**_Earth, Nick's Home_ **

When Teletraan-1 had told her that Nick just vanished, Carol had a little panic. It was hardly anything major, but if he died, she would kill him herself after bringing him back to life. So for nearly the entire day and yesterday, Carol spent it in a half worrying state. She had nearly gone through all the glasses in the house, breaking them under her powerful grip as the anxiety was getting to her. When Nick came home, and he would, she was going to have a long chat with him.

That's when the sound of the front door opening drew her attention. Spinning around, Carol saw Nick walk in, his armor nearly destroyed while a giant sword rested on his back. His helmet tucked under one arm. Taking a few steps, Nick stopped just beside the kitchen counter, placing his helmet down on the top while he leaned his sword against the counter.

Both teens stood in place, Carol with an annoyed expression while Nick just had a relaxed and content smile on his face.

"I'm home." said Nick, his voice completely level as he felt at peace.

Initially, Carol felt compelled to give him an earful about how worried she was, but the feeling of his emotions washed over her. Just plain relaxation, happiness, and bliss to be home filled her. While he was gone, she did have a roller coaster ride of his emotions so him feeling this way would be no surprise. So with a sigh, Carol approached Nick and helped take off some of his armor.

"It's good to be, right?" asked Carol, getting the feeling of passion. Nick nodded as he took off the Matrix of Leadership, the Primes didn't even object when he did so, what Nick wanted was pretty clear.

"Like you wouldn't know," sighed Nick as he got the final piece of his armor off. Once it was, he pulled Carol over to him, placing a tender but very loving kiss on her lips. She returned the gesture, wrapping her arms around his neck when Nick's hands came to rest on her hips, "You wanna head upstairs and I give you the run down on what happened?"

Carol's response was to wrap her legs around his hips, getting Nick to carry her, "Tell me in the morning." she replied while pulling him into another mind numbing kiss. Slowly but surely, he carried the blonde up the stairs to his bed room. Let's just say that neither of them regretted that night.

* * *

 

**_Atlantic Ocean_ **

In the dark blue ocean floor, a lone sword rested. It glowed dark purple as occasionally it pulsed with energy. The area around the sword had been reduced to a graveyard. Dead plants littered the seabed, the occasional fish, and a few sharks as well. Whatever this sword was, the material it was made from was not healthy to anyone. And that's what made it so valuable.

Search lights swept the area and through the murky depths, several Cybertronians emerged. Each one had silver and black armor, armed with standard issue fire arms during the War for Cybertron. Green fissures crisscrossed their bodies giving them a haunting glow, but one of the Cybertronians was different. The Cybertronian was a good nine feet tall, was black in color with gray as a secondary color. He had red optics, a rectangular face that went down to a large chin. He had spikes on his shoulders and his long neck. Finally, he had a hook for a left arm.

This was arguably the most deadly bounty hunter to even emerge from Cybertron: Lockdown.

"There's our prize." declared the bounty hunter as he approached the sword, silt was cast into the water from each step he took. When he was close enough, he reached down with his right hand and pulled it out of the sea floor. The first part of his contract was complete, "We've got it. Tell the client that his weapon is secured."

"Yes sir." replied one of the grunts as he left to go inform the Decepticon.

"Sorry to say this, kid, but I can't pass up the job of a life time," With that, Lockdown began to leave, knowing just who his employer intended to use that sword for, "Don't take it personally." smirking as he saw the grunt give him the thumbs up, saying the transaction was good. "It's just business."

**_To Be Continued..._ **


	28. One Shall Rise

**_Chapter 28: One Shall Rise_ **

_Around the area, smoke and fire rose into the air. This place looked so familiar. Then it hit him: this was the Avengers Mansion. Around him, his family; the Avengers lay defeated on the ground. Each one in some state of injury, their equipment destroyed or their weapons mangled. He knew this may happen, and that he would return._

_Looking up, through the smoke and fire, he saw a dark figure, clutched in his right hand was Carol. Multiple injuries crisscrossed her body as her clothing was nearly shredded. The figure stared down at him, blood red optics held a mocking and sinister feeling. Unlike before, instead of speaking in an arrogant tone, he merely pointed his finger at him._

_"My return is coming."_

* * *

 

Nick sat up suddenly, a cold sweat running down his neck as his breathing was quick and nearly panicking. Then he remembered where he was, feeling the soft cotton underneath his body and the warm sheet over top. He was in his home. He was not at the Avengers Mansion. He was safe. They were safe.

With a tired sigh, the Ambassador of Cybertron glanced out his window, the sun just above the tree line. When Nick was given his status as an Ambassador, the Mansion he was given was built with the help of Stark Industries and a few Autobot engineers. It was designed to show the aspects of both Earth Culture and Cybertronian. The entire home was on a property of nearly two thousand square feet, a little large, but it had a few facilities to spare. A large pool resided behind the house with a patio and backyard. The entire Mansion itself was about fifteen hundred square feet, four floors, basement included (though it mainly served as Nick's mini vault for several Cybertronian artifacts he recovered from SHIELD, or to house his personal gear). Five bedrooms, guest room, living room, kitchen, family room, three different bathrooms, all with showers or bathtubs. All in all, Nick was living very comfortably.

Swinging his legs out from the bed, he stood up to get his day started, having slept into almost ten. After a quick shower, shave, and other morning routines, Nick was dressed and heading downstairs to meet his girlfriend. Speaking of which, where was Carol?

"Thought you died up there for a second." Teased Carol, sitting down in the living room with a cup of coffee in her hand.

"Please, if I died, you would probably the first to know." Replied Nick in a lighthearted manner.

Carol rolled her eyes as she saw the man that won her heart come down the staircase to her. Not far away, Cogman strolled in, carrying a second cup of coffee and a pot on a silver tray. On the tray was a collection of letters.

"Good morning, Master Prince. And Merry Christmas," greeted the butler, placing the tray down on the coffee table.

"Morning Cogman, and Merry Christmas." Replied Nick as he sat down beside Carol, the woman moving over closer to him.

"The mail arrived not too long ago," informed Cogman as he picked up the pile of letters and handed them to his charge, "a few bills and a letter to Ms. Danvers from her mother."

"What?" Asked Carol as she snatched the envelope from the butler. Quickly, she opened the letter, slowly she read the message.

"What is it?" Asked Nick, watching her expression change from confused to slightly annoyed. Though he didn't need to watch her facial expressions to know what was going on. When he returned after the battle of Asgard, Nick and Carol had a very intimate night on his return. The bond they had formed had been cemented and from that point on, they were essentially married by Cybertronian customs. But at Carol's request, she wanted a proper wedding, later on. So they were pretty much engaged. For nearly two weeks, they had been in pure content happiness.

"It's from my mother. She wants me to come home for my family's Christmas party." Replied Carol, though from her tone, she sounded a little less than excited.

"But you don't plan on going, do you?" Concluded Nick, sending her a little sad expression, "How come?"

"It's just that..." sighed the blonde as she stood up from the couch, taking a few steps away to look out a window, "whenever I and my dad are in the same room, we just get in like these big arguments."

"When you think about it, it's kinda like a family tradition," surmised Nick, standing up to pull Carol into a backward hug, Cogman wisely leaving the room, "with how frequently it happens during the holidays. But still, you should go."

"I know, but..." trailed off Carol as she sighed, feeling Nick's front arms holding her.

"Tell you what, if you go see your family for Christmas, I'll come with you as well," Offered the Prime, "I could act as a sort of buffer between you and your dad."

"Nick, the last thing you want to do is get in my dad's way." Disputed Carol, spinning around to look him in the eyes.

"I handled my evil brother and was able to bring him back, I'm sure I can handle your father," chuckled Nick, but Carol rolled her eyes, "but I would like to meet your family."

Stepping away, she thought about what he was offering. Her father, Joseph 'Joe' Danvers, was an incredibly stubborn person. A self-made man, he worked incredibly hard, earned everything from the ground up, but despite that, he had a strong belief that women should really only work for a family, like caring for children, cooking cleaning, the old fashioned sense. So when he sent his son Steve to college, he supported him all the way but didn't even try with Carol. This didn't sit too well with her and she went on to join SHIELD, having caught their attention with how well her scores and grades in High School were. It didn't sit too well with him and they were never on good terms since.

But despite this, Carol felt that Nick had the right to meet her family. She did meet his, after all, and it didn't really seem fair to him. But she didn't want Nick to get in trouble with her father, but at the same time, she wanted her mother to might the guy that won her heart.

So, with a deep breath, Carol turned around to look Nick in the eyes, seeing the understanding look in the blue orbs. "I haven't been home in a while," began Carol, as she stepped towards her fiancé, "But since I got to meet your brothers and your dad, I think it's only fair that you get the same."

With a tender smile, Nick stepped towards Carol and pulled her into a strong embrace, "Thank you, Carol."

"But let's hope meeting my family doesn't go the same way as meeting yours right after we had slept together." She added quickly with a sly smile. Nick sighed in annoyance as he let go and pinched the area between his eyes. She was never going to let him live that down.

* * *

 

**_*Flash Back 2 Weeks*_ **

Light from the early morning light shined in through the bedroom window, though the view outside was nothing compared to the view Nick was taking in at the moment.

He'd been awake for the last half an hour, taking in the sight of his beautiful girlfriend and mate as she laid curled up into his side, her golden-blonde hair fanned out along his shoulder and the pillow they shared. The light rise and fall as she breathed the only motions she made while she continued to sleep.

Reaching out, he ran a finger gently down a flawless cheek. Taking in every curve and angle of her face while thinking about how lucky he was to have found someone like her to be with.

Last night had been beyond amazing for her as well. Nick hadn't been kidding about the bonding of heart and soul, the emotions pouring out of them was overwhelming, but every sensation was like they were both one. It was beyond pleasure, beyond just sex between two people in a relationship.

Carol didn't even have the right words to describe it...it simply was.

But slowly, her eyes fluttered a moment before they opened, crystal-blue eyes meeting warm ocean blue as she smiled warmly. "Hey," she said, barely above a whisper.

"Hey yourself, beautiful," the Prime said back before leaning down and capturing her lips with his own. "How'd you sleep?"

The blonde stretched a bit, her smile stretching more as she snuggled her head into his shoulder. "Best sleep I've ever had." she almost purred happily. "How about you?"

"Well, let's see. I had the most amazing night with the most amazing woman in the galaxy, and woke up,  _naked_ , next to said woman." Nick said cheekily, "There's nothing that is ever going to top that."

Carol laughed lightly, lifting her head and looking around the room confused. "Did...Did the bed get lower?"

Looking around them, Nick leaned over the side and found the box spring and mattress both resting on the floor. Then he saw the bed frame and posts lying in a mangled mess around them.

"Uhh...we broke the bed..." he said, turning to look at his stunned mate and offering her another wide smile. "Guess when we both have super-strength, it leads to super-sex."

"Let's hope this doesn't become a regular thing," quipped Carol as she moved to closer to Nick, "I meant breaking the bed."

"Oh good, for a second there I was worried." Said Nick cheekily as he wrapped his arm around Carol's naked form.

But despite his good mood, a huge fact set in, and the once good mood changed into a somber expression.

Feeling his mood through their bond, which was now clear as crystal, Carol threw the sheets off and sat up so she was sitting on Nick's stomach, causing him to let take a sharp breath in surprise. "Nick, what's the matter? And don't try to cover it up, I doubt either of us can hide anything from each other now."

"Too true," Nick agreed as he also sat up, feeling Carol's smooth bare chest brush against his, "But now QET is complete. We're essentially married now, and no one short of my dad can change that." Glancing at the side for a second before looking back, "We're husband and wife from this moment on."

Carol was silent for several seconds before he leaned forward and kissed the hero softly. Nick instantly reciprocated, feeling the rush of love and care through their bond which eased his thoughts.

"Guess this means you're gonna have to start looking for an engagement ring and I'll need to find a wedding dress," she quipped, gaining an eye roll from Nick, "but then there is the issue of how my name is gonna look."

"That's entirely up to you," replied the Prime, gently picking up Carol and standing up from the bed.

Carol couldn't help but smile, leave it to Nick to find the good side to everything. "Danvers-Prince sounds a little awkward. But I still want a wedding, Nick. Ugh, Jess and Jan are going to go off the handle when we tell them all of this as it is."

"I can already imagine it now," added Nick as he carried her to the bathroom that was connected to the master bedroom, "but let's get cleaned up and dressed  _Mrs. Prince_."

Carol only chuckled as she wrapped her arms around his neck and pulled him into a heated kiss.

Let's just say that the two were no cleaner when they left the shower compared to when they went in.

* * *

 

**_*1 Hour Later*_ **

After a good long shower, Nick was heading downstairs wearing a navy blue robe. Despite putting his duties off for a little while, he couldn't ignore them for much longer. Making his way to the kitchen, he saw that his armor was gone, but the Star Saber remained. Leaning against the far wall. On the table was the Matrix of Leadership, along with a small note.

_You should really take better care of your possessions, My Lord._

_-Cogman_

Nick shook his head, putting the small letter in his pocket as he reached for the Matrix. In a bright flash, the vessel was once again connected to him. As the Matrix connected, Carol also arrived.

' _Well, good morning sleeping beauty. How was-'_ began Amalgamous, but was suddenly cut off when Carol let out a startled gasp as her fists suddenly burst into energy.

"Nick...did you hear that?" Demanded Carol as she looked around the area, eyes narrowed as her training took over.

Nick was frozen as he looked at his new wife with a somewhat startled expression, ' _Dude, your girlfriend is tripping-'_

"There!" Snapped Carol as she looked around, carefully scanning the area as she did, "I know there's someone...some people here. I can feel it."

' _I do believe I have an explanation,'_ said Primus, catching both Carol and Nick off guard, ' _hello, Ms. Danvers, or rather Mrs. Prince, allow me to introduce the Primes. Nicholas's brothers.'_

Carol's mouth moved, but she found no words as Nick was in a similar state, trying to explain what was happening or how it was possible. The way Primus spoke was almost exactly how he sounded last time to her: a deep but somewhat kind voice that brought peace and harmony.

"H-Hi...Primes...um," Carol eventually spoke, "It's...nice to meet you all."

_'Likewise, Carol,'_ Answered Onyx dryly, causing the blonde to jump slightly,  _'but like the others, I do find it a bit odd that you can hear and sense us.'_

' _Actually, it makes perfect sense,'_ interjected Alpha Trion, joining the conversation,  _'QET bonds not just the emotions of you and Nicholas, but your souls as well. Since the Matrix is a part of Nicholas's soul, it would stand to reason that our connection to him has now branched to you.'_

Through it all, dramatic gasp echoed through the both teen's minds,  _'Oh my God, we can tell Carol all the embarrassing stories that have happened to Nick that he refuses to even mention.'_

"PLEASE, NO! I'M ALREADY OUTNUMBERED AS IT IS!" Begged Nick, clasping his hands together in prayer.

Carol shook her head in amusement, "You don't have to worry, Nick, I'm sure that Optimus or even Vector will bail you out."

"Ha!" Cheered Nick.

"But that doesn't mean I can't hear a few."

"Dang it!"

* * *

 

**_*Present Time*_ **

A few hours later, Nick and Carol had packed up about a week's worth of clothes and some last minute shopping, wrapped a few presents for her mother, brothers, and father, and now the two were wearing some civilian clothing. But before they left, they made a quick stop at the Avengers Mansion to tell the others that they were going out for the Christmas.

"Now drive safe," said Jan, giving Nick a little talk, much to his hidden annoyance and Carol's amusement, "keep your eyes on the road, and be kind to Carol's family."

"As opposed to my incredibly polite self?" Guessed Nick in good humor; it was true, he was so nice that sometimes after a battle, when he accidentally hurt a villain a little more than what was intended, Nick would actually apologize to him or her.

"So, how are you guys getting to Boston?" Asked Tony, a little curious to find out how they were getting there.

"Originally, I thought about driving, but decided against it and opted to use the Groundbridge to make most of the journey," replied Nick as he put his bag in the trunk of the car, picking up Carol's and placing it inside as well, "we're going to bridge into the city, someplace isolated as to not draw attention and then we drive to her folks. We'll be staying at a nearby hotel since I doubt that her parents will have much room for all of us."

"In any case, have a good time," said Steve as he pats the Prime on the shoulder.

The Prime nodded as he glanced to Carol, seeing the slightly nervous expression, "You ready to go?"

Taking a second, she nodded. Reciprocating the gesture, Nick opened the passenger door for his secret wife, closing it gently. Running around there over to the driver's side, he opened the door and got in. Inside the Avengers car park, the custom muscle car that Nick owned rumbled as the engines ignited. In front of the vehicle, a swirling portal appeared, courtesy of Jarvis who already set the coordinates for an abandoned part of Boston, a place where no one goes anymore.

Waving from the window, Nick and Carol drove through the portal as the Avengers bid them farewell. As soon as the car was in the portal, the two teens vanished in a flash and the Groundbridge snapped shut.

* * *

 

**_Boston Massachusetts_ **

In a tunnel of light and energy, both Carol and Nick spent about thirty seconds enjoying the vibrant display before they exited the portal, appearing in what appeared to be a narrow alley. They arrived in Boston and not a moment too soon; snow was falling down, slowly, softly, but a small layer had formed.

For Carol, the change in weather was not so different but felt alien somehow. Like the memories of her past, her family, everything felt a little stronger. She felt the car jerk forward slightly, Nick trying to keep the journey as smooth as possible. Street by street went by, memories of her childhood came and went as they drove through the neighborhood of apartment buildings. The ride was taken in silence, then gently Nick stopped the car just in front of her family's apartment building.

Carol was momentarily jarred from her memories as Nick lightly shook her shoulder.

"Hey, Carol," he said softly, "I know it's a little early for gifts, but I wanted to give you something very special."

Reaching around his neck, the Prime grabbed a small metal chain. She watched at Nick took off a small necklace. She had seen him wearing it when they were together. No matter what, he wore it, so seeing him take it off. Hanging at the end of the chain, a small silver plate with blue lights made into the silver metal glowed faintly.

"Here," the Prime gathered the chain in his hand then the small necklace.

"Nick...," breathed Carol, then it hit her, "Nick this is your mother's."

"I know, and when she was still alive... she told me to keep it with me no matter what until I find someone I love to give it to," said Nick as he took Carol's hand, giving it a gentle squeeze, "and that person is you."

For a minute, Carol didn't say anything, just feeling so honored to hear that Nick was giving her something as important as his mother's necklace to her.

"Sentiment aside, what you said was very sappy," Quipped the blonde, which had Nick laughing as he nodded.

"Yeah, it does sound a little sappy," He agreed, but his expression turned serious, "but seriously, I want you to have this."

With a loving smile, Carol turned around so that he could put it on. Unhooking the chain, he placed the very special jewelry on her, pulling the two links together, he locked it so it could hang around her neck.

"Thank you, Nick," said Carol as she turned around and pulled him into a hug, "for being here and for the gift."

"Anything for you," he replied, gently running his hand up and down his back. The two remained there for about a minute until Carol broke off the embrace, "come on. Let's not keep you family waiting any longer than we should."

With a nod, Carol opened the passenger door and got out while Nick did the same on his side. Despite the good mood in the air, someone far less than commendable was making his way into the city.

* * *

 

**_Death's Head, Lockdown's ship_ **

This could very well be his biggest paycheck to date.

Inside his ship, Lockdown was seated in the captain's chair, watching as the city of Boston drew closer. His instruments said that this was the crash site, but he had his doubts. Skepticism was a regular thing in his career; it was what kept fake jobs from being taken and real ones being paid.

But the offer he was given was just way too good to pass up.

All he needed to do was fire up the engines and get his prize to his buyer. He didn't really give a scrap about the city or the humans. If they got in his way that was their problem, and he wasn't about to lose an opportunity of a lifetime to a bunch of meat sacks.

His only real problem was if Prime was to show his face.

"Sir, sensors just picked up an Autobot life signal," informed one of his troops, "it's Prime."

"Are you certain?" Demanded Lockdown sharply as he narrowed his eyes at the troop.

The Cybertronian nodded frantically, regretting having just told his boss that Nova Prime was in the city.

Lockdown stood up from his chair, slowly pacing back and forth, thinking about how he would handle this. He couldn't send a squadron of grunts, they aren't skilled enough to handle him, but he couldn't drop everything just for Prime, so he had to divide an conquer.

"Continue to the objective and activate the ship's systems," ordered the bounty hunter as he turned to leave the bridge, "Prime's all mine."

* * *

 

**_Boston, Danvers Apartment_ **

She didn't know how her mother would react, or her brothers Joseph and Steve. She had a pretty good idea on how her dad might be when he sees his daughter, having gone against his wishes and joined SHIELD, becoming something more than just a housewife. Standing behind him, Nick held his and Carol's gifts, not complaining in the slightest. Sure they had been standing in the hallway to her parents' apartment for about five minutes, but he couldn't rush her.

This was the first time Carol was back and it scared her. He could feel her emotions, the anxiety, fear, regret, everything.

But just as Carol had been there for him when he was recovering from his short term alcoholism, he was going to be there for her. One hundred percent of the way.

"Hey," spoke up Nick, getting his mate's attention, "you'll be fine."

With a slight nervous nod, Carol turned back to the door and raised her hand, for a brief moment she hesitated, but mustering the courage, she knocked on the door. Three resounding knocks echoed through the hallway and soon they waited. About thirty seconds after Carol had knocked, she and Nick heard the door being unlocked and opened.

Standing in the doorway was a woman, about five feet seven inches, she was Caucasian with blonde hair that was graying in some parts. Bright blue eyes just like Carol's. She wore a yellow sweater with tan dress pants and a necklace hung around her neck. This was Carol's mother, Marie Danvers.

The second Marie saw Carol, her entire face lit up, "Carol!" She cried in happiness as she pulled her daughter into a hug.

"Mom! Please! Getting a little dizzy!" Laughed Carol as her mother hugged her as tightly as she could.

"Oh, a pilot like you shouldn't have to worry about getting dizzy," teased Marie as she broke out of the hug to look at her daughter, "you've grown up so much since I last saw you." That's when she noticed Nick standing behind Carol a happy and relieved smile on his face, "and who's this handsome young man?"

"Mom!" Cried out Carol, her face lighting up in a bright blush.

"It's nice to meet you, Mrs. Danvers," greeted Nick as he extended his right hand after setting down one of the bags he was carrying, "My name's Nicholas, Nicholas Prince."

"Well, it's a pleasure Nicholas," responded Marie, shaking Nick's hand. That's when a deep voice called out from behind.

"Marie! Who's that at the door?!" Demanded a loud and honestly commanding voice.

"It's Carol, she just arrived!" Replied Marie, but she then quickly turned back to the two, "why don't you two come in."

"Thanks, mom," thanked Carol, though she was slightly hesitant to head to the living room where she knew her dad would be waiting.

"Carol, you'll be fine," reassured Nick as he took her hand and held it comfortingly. So with a deep breath, Carol walked down the hallway, more memories surfacing, about her childhood, with her brothers, her mother. Her dad. Trying so hard to be the best, to prove herself to her old man, but nothing ever seemed to be good enough.

The entire apartment was about 988 square feet, not very large but still pretty good. This was where she grew up, where she left to go be the best of the best and prove that she could do anything if not better than her brothers or a guy in general. But coming back, it felt weird.

Turning a corner, Carol found herself standing at the entrance to the living room, standing at the center of it was a tall man, about six feet, with dark brown hair, some short gray side burns, and a thick mustache. He looked to be about in his fifties, a little past his prime, but make no mistake he looked to be in great condition. Wearing a gray collared shirt, with the top two buttons undone, a black belt was strapped around his waist, going around a set of brown pants. His brown eyes were fixed right on Carol.

"Carol," greeted her father in a monotone voice, "did you have a safe trip?"

"I did," she replied, a thick feeling of tension hung in the air between the two of them. That's when Joe noticed Nick standing about a foot away, silently and respectfully watching as he and his daughter spoke.

"Who's this?" asked Joe gruffly as he narrowed his vision on Nick, who to his credit, wasn't fazed even the slightest under the intense stare.

"This is my boyfriend, Nick." introduced Carol stepping aside to glance back at Nick as he stepped forward.

"It's nice to meet you, sir." greeted Nick as he extended his hand. Joe glanced at the hand for a moment before politely taking it, though he still had a critical look in his eyes.

"Carol, why don't you go help your mother pour some drinks for us," requested the man ominously, "I'd like to have a small talk with Nick here."

Carol looked about ready to protest, but one look from Nick said that he would be alright and that he wanted to talk with him as well. For the briefest of moments, she actually felt bad for her father because he was about to get an earful about proper fatherly conduct. So with a sigh, she left to go to the kitchen, leaving the two men to stand, looking at each other.

"You're that alien Avenger, Nova Prime." Joe's tone showed that he didn't really have a high approval of Nick, but he didn't really care.

"I am." replied Nick, not even gracing him with an explanation.

For a good long moment, they said nothing, until Joe spoke up, "I've seen you on the news and the guys have been talking at work about you." stated the man sharply as he sat down in his arm chair.

"I have no interest in fame," disputed Nick as he remained standing, his hands by his sides as he placed the gifts down on the couch that was in the living room. The entire room was not very large, an armchair in the corner, a small gas fireplace, a tv, coffee table, and couch. While small, it had a homey feeling to it, "I am just serving the people."

"Think you're too good for the government?" demanded Joe, his vision narrowing.

"No," came the reply as the teen's voice dropped low, "because if I joined the government, it would create more issues than solutions."

"And how's that?"

"I'm arguably the most powerful Avenger, I have access to weapons that make's the firearms produced at Stark Industries look like slingshots, and I have an entire race at my beckon call," listed Nick as he began to explain, "The reason I did not join the military, SHIELD, whatever was so that other countries would not take drastic measures in order to compensate for that level of power. I'm not doing this because I see myself superior to your government, I am doing this to ensure that your government does not provoke another, leading to a deadly conflict."

"You could still stop them regardless if you were part of the military or not."

"Even so, I will not gamble the lives of millions on the off chance that what you say is correct." finalized Nick, his gaze never wavering, his tone never breaking, despite Joe giving him an extremely critical look, the teen was unfazed. But a small smile began to creep across his face as the man stood up to step towards Nick.

"Not bad, kid," complimented Joe, while it was meant to sound reassuring, the Prime had a feeling that the man was still testing him, "but for the sake of the holidays, let's be civil."

"Agreed." the words came out coldly, as Nick understood why Carol left: Joe was not the easiest person to get along with.

* * *

 

**_Kitchen_ **

Marie glanced around the corner to the living room, watching as her husband and her daughter's boyfriend before she returned her attention to Carol, "He seems like a nice young man." she said as Carol poured some diet coke for herself and Nick since they weren't at the age to drink and neither of them really preferred water.

"He is." smiled Carol, momentarily forgetting about how much she was pouring of the soda before she quickly realized and was able to prevent overflowing the glass.

"Quite handsome as well," the older blonde added, causing Carol to blush and look away for a moment, causing Marie to smile herself before adopting a concerned expression, "but he lives a dangerous life as an Avenger and an Ambassador to an entire race."

Carol's face darkened as she sent her mom a look, "He may live a dangerous life, but he is one of the best men I've ever met." she said quietly, glancing around the corner as well to see Nick and her father speaking, they were remaining civil, specifically her dad since she knew Nick would never use violence to get a point across.

"Is he?" inquired Marie, raising an eyebrow, knowing that because of Joe, Carol has never really been on good terms when it comes to men and guys in general.

"He is," confirmed Carol, "But what makes him...well...him, is that he makes so many personal sacrifices for everyone else, just because it's the right thing to do. He willfully put his life on the line to help save the world, and I know he will stay true to me because when something happened to him that was not his fault in shape, way, or form, he basically punished himself because he thought he betrayed me for letting what happened to happen."

"Really?" breathed her mother, looking at Nick with a new found respect and honor, "how long have you two been seeing each other?"

"About nine months," replied Carol, calming down first, "I've known him for that long and he hasn't once done anything to make me regret it."

"He must really be something," guessed Marie, happy that her daughter found someone she loves and is genuinely happy herself. She had never really been the same since she left for SHIELD, and Marie had been worrying ever since, but now she didn't have to anymore, not when someone like Nick was watching over her daughter, "Still, he looks like quite the catch for you."

Carol's blush returned rather quickly after that statement, "Mom..."

"I'm just teasing," reassured Marie as she ran her ruffled her daughter's hair. At that moment, there was another knock at the door, "That must be Steven. Now, go be with Nick, something tells me that you should be with him."

Walking to the front hallway, Carol placed the drinks she prepared on a tray. Despite the peaceful, but tense, atmosphere of the apartment, she couldn't help but feel in the pit of her gut that something wasn't right. And thanks to their bond, Nick also had the same feeling of uneasiness.

* * *

 

**_Outside Danvers' Apartment Building_ **

If he was taking a risk or making a strategic move, it didn't really matter to Lockdown, he had a job and he was going to get it done. Ever since he was hired nearly five Earth months ago, he has been making his claim on the human's planet. With one of the main requirements in his possession, i.e., the Dark Star Saber, he was nearly complete with his contract. But he should have known that Prime would stick his nose into something that wasn't his business, but a part of Lockdown had been waiting for an opportunity like this.

Like Fracture, he figured with taking down Nova Prime, he'd get a few more job offers than normal, meaning more cash, Energon, and upgrades. But unlike the mercenary, he wasn't going to take any chances.

"Gamma Team, how we looking on the ship's main systems?" demanded Lockdown, standing on the edge of a building directly across the street from where he tracked Prime too.

_"Slagging systems won't respond. This could take a few cycles."_ reported the soldier. The bounty hunter growled but predicted something like this might happen; a ship as old as the one they were after was bound to have degraded over several millennia.

"Don't bother just trying to get the door open, activate all the systems," ordered Lockdown as he transformed his left hand into a saw, the spikes along his arm shifting into sharp teeth as the limb became flat and the teeth began to move, spinning at a high rate. Seeing that his gear was in working order, he addressed the surprised and sputtering soldier.

_"Sir, you can't be serious? Activating all the systems might trigger the defense, and-"_

"And force Prime to think about saving the humans from a rogue Cybertronian vessel while we secure our prize." cut off Lockdown, knowing exactly what kind of risk this was, but a dark grin crossed his black and white faceplate as he heard the soldier chuckle.

_"We'll get right on it,"_ concluded the soldier,  _"Gamma Team, out."_

"Now then, Prime," said Lockdown to himself as he crouched down, raising his hook and pointed it at the building, a small panel flipped up and displayed a thermal reading of the building, the cold weather made this so much easier as he picked up Nick sitting in the Danvers' apartment, next to him was a human female, as four other humans sat in the room, "let's see what kind of attention I can get if I crash your little get together."

Flipping the panel closed, he aimed his hook right across the street and fired the sharp limb at the ledge and swung over. Despite his heavy body, the brick was able to support him and winched himself up so that he was on the roof. Looking down, he smirked, knowing that if he was going to get the drop on Prime, he was literally going to have to drop in.

* * *

 

**_Danvers' Apartment_ **

If things were tense before, they were certainly even more when Carol's brother's arrived. Steven was the first back, wearing a brown jacket, white shirt, navy blue jeans, and black shoes. He had short blond hair, blue eyes, and looked similar to his father save for the hair color. He was a bit younger than Carol, at about the age of seventeen, having returned from a small errand he ran for his mother. He was just a bit shorter than his sister, but they seemed to be on somewhat equal terms.

Next to arrive was Joseph Jr., he was definitely his father's son, with brown hair, a similar facial structure, a black jacket, brown pants, and dress shoes. From the way he looked at Carol, Nick could see that the siblings were on less than friendly terms, after all, Carol did everything to prove herself to her father, getting better grades, better at sports, just better. But their father still chose his elder son.

So here they were, sitting in the living room of their family home, drinking for the holidays. Nick and Carol were having some soda, Steven had some water, Marie with a glass of wine, and Joseph Sr. was having a beer while Joseph Jr. was having his own. But with all the tension in the air, it was so hard to get the first word out. Even with comfortable music playing in the background, Nick could actually feel the resentment from Carol thanks to their bond, and so could the other Primes, as the hero sat beside his girlfriend on the couch as she sat across from her father and older brother. Occasionally, the three would exchange looks.

_'...If I'm being completely honest, this may have been a bad idea.'_ Amalgamous couldn't help but say, and both Carol and Nick agreed while the Prime carefully watched the exchange of looks between the three family members.

_'Let's just try to be civil, for the sake of peace and each other.'_ offered Nick, adjusting his grip on the glass so not to crush it by accident. Despite everything that was happening, Nick couldn't help but feel sorry for Marie and Steven, and Carol hadn't realized this since they arrived.

Thanks to her and her father's disagreement, her mother, and younger brother were caught in the middle, and it was close to tearing them up inside. As much as he wanted to bail out before something sparked this already unstable powder keg, he made a promise to her and he'd stick it out.

_'I'm so sorry this is how you have to meet my family.'_ apologized Carol, using their link to keep it quiet since saying something like that out in the open would definitely create loads of problems. Nick just sent her a feeling of comfort that it was alright, she didn't have to apologize to him.

Thankfully, the awkward silence was broken when Steven spoke up.

"So, uh, Nick?" addressed the youngest of the present, "what's it like being an Avenger?"

"It's interesting," he began leaning back on the couch, "there are times when fighting villains will get far more dangerous than normal, but it's expected. For a while, I lived at the Avenger's Mansion before I was given my own home and assumed the status as representative of Cybertron."

"What are they like?" asked Marie, also a bit curious to find out just what the Avengers are like to be around.

"They're all good people; they look out for each other and trust one another like a family," explained Nick, glancing at Carol warmly, "I don't think I would have met Carol if it hadn't been for them."

Reaching over, he took her hand in his, s Carol scooting over to lay her head on his shoulder giving him a fond smile which he returned. Marie thought it was sweet, letting out a small 'aw,' happy for both of them, especially her daughter. After how her father treated her, she didn't think Carol would ever really find someone she would love.

But, despite the sweet nature of the two, Joe snorted as he shook his head, taking a sip of his beer. Muttering something that Nick didn't hear, but perhaps Carol did because, in an instant, she was sitting up, glaring angrily at her father. The Prime could feel a spike in anger and defensiveness, knowing that Carol wouldn't stand for this. But he tried to calm her down by taking her hand, and he wasn't the only one trying to dispell the situation.

_'Carol, no,'_ stated Vector Prime,  _'Do not stoop to his level and argue. You are better than him, you don't need to prove it if he is too blind to see it.'_

Little by little, her anger subsided, Nick could sense her calming down, keeping a firm but still supporting grip on her hand. He knew that Carol would likely be very defensive about him, considering everything he did for her, and then her father just snorts because of his affection? That would be enough to get anyone angry.

Despite Nick's clear want to remain here by Carol's side, his phone began to ring, drawing attention of everyone in the room to him, "I'm so sorry," apologized Nick as he set his drink down to check his phone, "I could have sworn I turned it off." when he checked the alert, Nick's expression turned stone serious, "It's an alert about something." Glancing up, he sent everyone in the room, especially Carol, an apologetic look, "Sorry, I'll keep this as quick as I can."

With that, he stood up from the couch and quickly made his way to the front door where he left the apartment to take the call outside, "What is it, Teletraan? Right now isn't a very good time."

_'Decepticon Life Signature detected.'_ informed the a.i. grimly. Nick's heart stopped for a second: the Decepticon's were here in Boston? How did the Con get here and did he or she know he was here? What was in Boston that was so important?

Stopping his list of questions, he decided to start with an easy one, "Teletraan, where is the Decepticon right now and can you identify the signature?"

Before Teletraan could even respond, Nick felt a surge of emotions and the muffled noise of shouting. Looking behind him at the door, he felt Carol's emotions erupt in anger, fury, resentment, and defense. But what she was going on about wasn't for why her father treated her the way he did but for something he said about him, and Carol was defending her boyfriend. So with an angered growl,

So with an angered growl, Nick entered the apartment, the shouting coming from the living room as Marie and Steven retreated to the kitchen. Stopping by the room, he stepped in to talk with Carol's mother to find out what happened.

"What's going on?" asked Nick as he glanced around the corner, seeing Carol screaming at her father, thankfully keeping her powers in check as Joe Sr. and Jr. were arguing against the fiery blonde.

"Oh, Joe made a comment about you, saying that it's somehow your and the Avenger's fault that everything has been getting destroyed," sighed Marie as she wiped some small tears from her eyes, "that it's because of you more aliens are coming to Earth and something else."

Nick felt his heart nearly go out for Maire and Steve, who was sitting at the kitchen table, arms folded as his head was buried in them, trying to block out the noise of his family fighting. But seeing this family so fractured, so broken, it brought back some memories of when he and his mother had a small pointless fight when he was very, very little. Well, he wasn't going to sit here and do nothing, especially when there is an obvious threat nearby.

So with a frustrated sigh, Nick left the kitchen, ignoring Marie's plea to just stay out of it, and headed right for the living room. Upon entry, his ears were nearly straining themselves as Carol and both father and son were arguing incoherently. Cracking his neck, the Prime stepped forward.

"ENOUGH!" barked Nick, causing all three Danvers to stop arguing to look at the Prime, his blue eyes narrowed dangerously, "I leave for one minute and when I come back, you're all at each other's throats."

"This isn't your problem, alien." snapped Joe Jr., "this is between us and Carol so if you'd-"

"NO!" lashed out the Prime sharply, causing the son to stop talking, "this is my concern. It became my concern when I started dating Carol."

"You are not dating my daughter." retorted Joseph, glaring down at the young man, but he wasn't even fazed by the father's look. His attention was then drawn to Carol when she spoke out.

"You don't get to decide who I date!" yelled the blonde as she stood beside Nick, almost daring her father to say otherwise.

"You're still my daughter." declared the man, his fists shaking slightly.

"But she is eighteen," interjected Nick, stepping up to Joseph, "by law, she is her own person and a legal adult." Fury flashed behind his eyes, Joseph looked right to attack Nick, until he raised his hand, "Joe, you're her father, and you should be supporting Carol, helping her achieve what she want's not what you want. And as much as I would like to go into a lengthy discussion about right and wrong, we can't; that call I got, a Decepticon is close by."

"A what?" Joe Jr. inquired.

"How close?" asked Carol, putting her anger aside as she stepped forward to look Nick in the eyes.

Nick was about to respond when he heard something. Looking around, he held his hand up, telling everyone to be quiet. There was a low humming noise, a sort of drone at first, becoming slightly louder. Looking up, the Prime instantly knew where the Con was. In flash, he shoved bother father and son back while spinning Carol around so that she would land on the couch just as the roof suddenly collapsed. Nick was caught underneath the falling debris, his good clothing getting torn as some sharp edges sliced into the fabric as the Prime held strong and the ceiling broke around him. A large cloud of smoke filled the room as a shadowy figure jumped down from the roof of the building. Falling through the hole he made, the Decepticon flipped down and landed a hard kick to the Prime's face, knocking him down so he was on his hands and knees.

Carol was back on her feet in an instant, just in time to watch the Decepticon that attacked Nick plunge a hook right through his shoulder. He cried out as the sharp point went almost all the way through and as the con swung him around and threw him into a wall, "Well, well," said the con smoothly, "hope this place wasn't a rental."

"Carol!" shouted Nick as he charged at the Decepticon and slammed him into a wall, "get your family out of here! I'll keep him busy!" So with a hard shove, he sent the con deeper into the wall so that the Prime could follow up with a front kick that sent their attacker through the wall and to the street outside. Leaping after him, Nick transformed into Nova Prime and tackled the Decepticon into the street where he and the con began to dish it out.

For a moment, she wanted to go and help fight the Decepticon; this may be her chance to show her dad that...wait? Why was she still doing this? She didn't have to prove anything to her father. No Carol had already proven that she was the best at what could do, and if her father couldn't see that, well that's his fault. Right now, she needed to get her family to safety.

"Come on!" yelled Carol as she ran over to help her older brother up, "We need to go!"

"I got him!" shouted Joe as he grabbed his son by his arm and slung him over his shoulder, "Go find your mother and brother!"

Carol nodded, for the first time since she left, she was actually listening to her father. Running to the kitchen, she saw that Marie and Steven were no where to be seen. Running to the other rooms, she couldn't find them anywhere. When the ceiling collapsed, they probably got out as fast as possible, but a loud noise drew her attention.

Running back to the hole in her parent's apartment, she saw that Nova was fighting against the Decepticon, in his right hand was one of his katanas and in his left was a medieval shield. The Prime looked to be putting everything he had into fighting off the Con, but whoever this was, clearly had skill in combat. Gritting her teeth, Carol spun on her heel and ran for the apartment hallway.

She had been planning on surprising Nick for Christmas, but right now, he could really use her help. Reaching into her back pocket, Carol took out a small domino mask with black edges and white eye covers. She placed it on as she ran up to the staircase, her body glowing right as she tore off her clothing, revealing a special jumpsuit.

* * *

 

**_Street_ **

Nova had to be fighting at his best, he just had to, especially against him. He had run into a few Decepticon bounty hunters in the past sure, but for this one, he had to make sure he didn't mess up. Slashing his sword at Lockdown, the bounty hunter raised his hook to block the attack, but this left him vulnerable to Nova's shield which was bashed right into his face, nearly knocking him over.

Spinning around, he tried to slash at the Prime with his hook, but Nova met the attack with his shield to parry and shove it aside to try and swing his sword down into Lockdown. The bounty hunter was ready as he transformed his right hand into a chain saw, blocking the strike and sending a shower of sparks everywhere. Seeing that he wasn't getting anywhere with his sword, Nova tried to swing the side of his shield into Lockdown's head, but the bounty hunter ducked under the attack in the nick of time and performed a spin judo kick that struck Nova in the side of his head.

The strike slightly jarred him as he fell to the ground on his knees, supporting himself with his sword and shield. Shaking away the dizziness in his head, Nova rolled to the right just as Lockdown tried to impale his chain saw into the back of his head. Flipping to his feet, the Prime charged right towards Lockdown, smashing his knee in the hunter's face, sending him stumbling back. Pressing his advantage,

Pressing his advantage, Nova charged right at Lockdown while he was still jarred and thrusted the end of his shield into his face. The edge crashed into the bridge of the bounty hunter's nose, sending him stumbling back more before the Prime got hold of his head and slammed his knee into it again. Despite the heavy strikes, they weren't doing much to bring down the factionless Cybertronian as he dodged a swing of Nova's sword and shield, as Lockdown flipped over the Prime's back bringing his elbow down onto Nova's shoulder and flipping around so he could knee him in the face. Once Lockdown was over, he grabbed Prime's right arm, ducking under it so he could twist it as much as it would go before kicking him hard in the stomach.

Nova fell back into a parked car, crushing the side under his weight, shaking his head as the attack's were ringing his bell.

"You know, after hearing how you outsmarted Shockwave and those Masters guys, I kinda thought you'd put up more of a fight," taunted Lockdown as he performed a front kick, sending Prime through the car and into an apartment building wall, "but stories have a tendency to be exaggerated, don't they?"

"Does that mean the stories about you being this incredibly effective bounty hunter are exaggerated as well?" snarked Nova, smirking as he saw Lockdown scowl angrily before he started laughing.

"A Prime with a sense of humor; never thought I'd see the day," chuckled the hunter, but he then raised his hook, "too bad no one else will hear it."

"Not on your life." said a new voice.

Both mechs looked to the right just in time to see a golden ray of energy blast right into Lockdown, sending him sliding down the sidewalk. Nova groaned as he fell from the wall, resting himself for a moment to see who had just saved him. Looking up in the air, he nearly did a double take at who he saw. Wearing a red and black suit, long black sleeves and black boots, a woman who he suspected would join the fight floated in the air. Blonde hair flowing through the air, as well as a scarf that acted like a sort of cape, Carol flew down to check on him. Despite his attempts to keep his attention on the matter at hand, Nova couldn't help but let his optics wander down to the lower part of her costume. Part of it was cut close to her legs, exposing some of her skin, but what drew his attention was the eight pointed star in the center of her chest.

"You okay?" asked Carol, noticing that Nova was starring and to her credit, was able to keep from blushing.

"Uh, y-yes. I'm fine." stammered Prime, shaking himself out of his daze.

_'Geez, I tried to tell her that it was cut a little too closely.'_ groaned Nexus, Carol scowled at the Prime's comment while Nova just snickered.

"So, when were you going to tell me about...this?" asked Nova, gesturing to her costume.

"Jan helped me design it and Sue was able to have Reed make it in secret," answered Carol as she flew up to his optics, "just call me Ms. Marvel."

"Okay, but what's your superhero name?" quipped the Prime, which earned him a playful swat from her.

"Since you, two lovebirds clearly have something going on," said Lockdown suddenly, drawing both teens attention to him, "I'll see myself out. I've got a job to do and I don't want to disappoint."

With that, Lockdown transformed into his vehicle mode, a modified black dodge charger with numerous spikes, blood red windows, and green highlights. A supercharger poked through the hood of the vehicle and with a thunderous roar, the Con was off.

"How long do you think we'll need to wait to give him a chance?" asked Carol, watching as Nick shrunk down to his human form, his costume manifesting out of thin air. Thanks to Reed Richards, Perceptor, and Ratchet, Nick was able to change the composition of his suit to that of unstable atoms so that it could form whenever he needed it.

"We can't give someone like Lockdown any breathing room, otherwise we're gonna pay." answered Nick as he shot off after the Decepticon, Carol followed behind.

Speeding down the road, Lockdown was skidding across the snowy asphalt, a few drivers honking their horns angrily at the Decepticon. But he was listening to the angered horns, he was deep in an emergency call.

"Gamma Team: Report!" Barked Lockdown as he skidded past a bus.

_"We're into the ship's systems,"_ informed the soldier. Just what he was hoping for.

"Good; activate all systems now!"

_"Roger that."_ the communication cut out, then everything was silent, save for the roar of Lockdown's engine and the swerving of his tires. Then an ominous rumbling echoed through the city.

In pursuit, Nova and Ms. Marvel were right on the bounty hunter's tail, neither of them really trying too hard since Lockdown's top speed was something both could easily match. While it may seem like they are toying with the Decepticon, in reality, they were trying to keep a close eye on him. Nova knew about this Cybertronian's infamous reputation, and he wasn't going to take any chances with him. However, when the low rumble began, Nova immediately stopped to hover in place. Ms. Marvel nearly flew past him but stopped a few yards in front of her boyfriend/mate.

"Nick, he's getting away!" yelled the blonde heroine, not sure why he stopped, but the feeling of unease, intrigue, and worry flowed through her.

"Do you hear that?" asked Nick hovering up to Carol, looking around.

For a moment, she wasn't really sure about Nick was talking about until she began to hear the noise herself. Looking, they both tensed as instincts began to flare, warning them to be cautious. Then suddenly, a massive explosion erupted several blocks away. Both teens snapped to look in the direction of the fireball, but their attention was soon drawn to the ground below. Through the asphalt, a massive blunt object burst from the road, nearly smashing right into both Carol and Nick had the Prime not reacted fast enough, grabbing the blonde and diving to the road. Both teens tumbled across the ground, following the roll they regained their stances in time to see a massive black and violet claw rise into the snowy sky.

"What the heck is that?" demanded Carol as her fist began to glow brightly. Around them, more claws began to erupt from the street, sometimes through buildings, civilians running in terror as giant mechanical limbs began to tear a part Boston.

"I'm more concerned about those," retorted Nick, pointing at the sky. Despite the falling snow obstructing their vision slightly, Nova and Ms. Marvel were able to pick out a large mass of creatures. Each one was mechanical, with for limbs and sharp claws while a cannon was connected to their backs like a tail. In all honesty, the creatures looked closely similar to scorpions. Except, for these creatures, they were about the size of a German Shepard. Their main color was black, but each one had colors ranging from red to green to blue. Upon further inspection, Nova narrowed his eyes, knowing what these creatures are, "Scrap Metals."

"What?" asked Ms. Marvel, glancing at Nova.

"Scrap Metals, an invasive creature from Cybertron," explained Nova as his fist began to glow brightly, "they consume all matter around them and continue on until there is nothing left. They nearly destroyed Cybertron, but were stopped and cast out into space where the cold kept them in stasis."

"But what are they doing on Earth?" asked Carol, watching as the Scrap Metals began eating away at several buildings.

"I don't know, but I intend to find out," swore Nova as he spun around and raised his right hand to his helmet, pressing down on a small button, "Teleatraan-1, do you still have a lock on Lockdown's signature?"

_"Affirmative."_ confirmed the A.I.

"Good," spoke Nova, releasing the button, but he took out his Avengers I.D. card, "Avengers Assemble."

"So what's the plan?"

"While the Avengers make their way here, we need to make sure whatever it is that Lockdown is after stays out of his grasp," explained Nova, directing his attention down the street where the bounty hunter made his escape, "We can only hope the civilians can make do on their own, because if Lockdown gets his hands on whatever it is he was hired to retrieve, then it will be more than just the lives of those people that will be at risk." With that, the Prime took off down the street, flying down in an instant. Ms. Marvel followed behind quickly. If it was Carol's imagination or not, but she felt that Nick was uneasy, like a little foreboding in his gut. If she was being honest, it scared her. Nick was almost never nervous, he went into every situation confident. So to see him scared like this...Carol could only hope that whatever it was he was worried about, they could face together.

* * *

 

**_Ship Entrance_ **

They had been working as fast as possible, the needed to, otherwise, Lockdown would have their heads. Gamma Team was currently attempting to decode the ship's security and unlock the hatch into the vessel. Standing in the middle of a massive intersection, a squad of nine Cybertronians stood, weapons armed as one of them was working tirelessly at a terminal connected to a large entrance. The entrance had risen up through the ground, leaving pieces of debris scattered across the area as the entire entrance rose about twenty-three feet into the air, and breaking in was getting tiring. It was a long and taxing process, even longer since this ship was built in the Golden Age and things were powerful back then, but agonizingly slow.

To add to the slow pace of the ships operating systems, the constant threat of the Scrap Metals, the maintenance arms of the ship would occasionally try to destroy them. So working conditions could be a little better.

"How much longer?" demanded the leader of Gamma Squad, a brutish Cybertronian with dull brown armor, two large panels on his shoulders that looked closely similar to rocket launchers, a set of headlights were connected to his chest while a massive X-18 Scrapmaker was his right arm.

"Nearly there," reassured the technician as he continued to type on the Datapad in his hand, "slagging systems are just old and the coding has degraded."

"Work faster." rumbled the captain as he turned his attention back to the area around them. The twin barrels of his machine gun were spinning for the off chance more pests came by. That's when the distant roar of an engine drew his attention.

Turning down a street, Lockdown came barreling into the area, transforming on the go and performing a roll to slow himself down. He had a few scratches, but nothing a medic couldn't handle. As far as the captain was concerned, the lead was back in the bounty hunter's hands.

"Status report." barked Lockdown as he approached the main doors.

"I've almost got it." announced the technician. And just like that, the twin doors into the ship opened, sliding a part with a grinding screech, haven't been opened in nearly twenty hundred million years. After about a minute, the doors were fully open. The smell of dust and mold flowed out of the entrance.

A wide grin was on Lockdown's faceplate. One step at a time and this step had made a lot of coverage. Walking towards the entrance, he suddenly stopped as he heard two sonic booms behind him. Looking back, he saw the Prime and his girlfriend flying down to the intersection. A frown replaced his grin quickly, but he didn't need to beat them, he just needed to stall them long enough to get his target.

"Occupy them." ordered Lockdown, looking directly at the Captain.

"Compliance." rumbled the twenty-two-foot tall Cybertronian, stomping towards the two teens as Lockdown and the eight other Cybertronians entered the ship. The doors shut behind them and locked themselves. Outside, the Captain spun up his Scrapmaker, and a massive barrage of bullets erupted from the barrel. The spray of rounds forced both Ms. Marvel and Nova to take cover behind some flipped cars. Though, against the armor piercing rounds, they might as well be hiding behind a curtain.

Glancing at each other, both teens gave a silent nod, the bound they possessed made communication far easier. Knowing what the other was thinking made for excellent teamwork, so both heroes flew right into the fray. Nova took off into the air, drawing the Captain's attention so that Ms. Marvel could flank the brute from behind. About seventy feet into the air, the hero fired a wide blue beam of energy from his hands, the bolt struck the lumbering enforcer in the chest, burning the armor, but didn't stop the Decepticon. Tanking through the shot, the Captain continued to fire.

However, flying down low behind it, Ms. Marvel flew forward with a burst of speed and let out a cry as she punched the enforcer in the back of the left leg. Thrown off balance, the Captain was unable to defend himself from Nova who flew down hard, smashing into the chest, crushing him into the road. The street fractured under the massive weight of the Decepticon, but the attack was ineffective as the Captain grabbed the Prime by his leg and threw him back as hard as he could, smashing into the street where he created a small trench.

Watching Nova go down, Ms. Marvel directed her attention to the brute, anger rising. With an infuriated shout, she blasted the Captain in the chest, putting enough power behind the attack to stagger the Cybertronian. Taken aback by the force of the blow, the Cybertronian wasn't able to prepare itself for Carol to charge right towards him, crashing directly into his chest and push him back as far as the intersection would allow before the both rammed into the side of a building.

Nova was pushing himself back to his feet, shaking his head while also scolding himself for running so quickly without first thinking a better plan than charge, distract, flank, and attack. Then the cry of a familiar voice snapped his attention to Ms. Marvel who was blasted out of the building she smashed the Captain into. Tumbling across the road, Carol came to a sliding stop in the snow, groaning in pain as she stood up. Running over to her, Nick helped his girlfriend in time to watch the Captain emerge from the building, pieces of debris sliding off his frame.

"We need a better plan than just run in and attack." stated Carol as she straightened herself out and got ready for another round.

"Agreed," said Nova, his body glowing and expanding to transform into his Cybertronian form. Without his trailer, Nova was significantly restrained, but he still had the Matrix, "Ms. Marvel, how much do you know about the Matrix?"

"Just that it contains the wisdom of your ancestors and it's a source of pure energy." replied the blonde as she glanced at the Prime. Then after a few seconds, it dawned on her. But they hadn't tried a combination of energy like that before. So she had a right to be a little cautious.

"We don't have a lot of options right now." stated Nova as he pulled out his rifle and took aim at the Bounty Hunter.

But before Carol could respond to what Nova was implying, the captain was suddenly struck was a beam of blue energy right in the chest from above. Both parties looked up to see the Avenger's Quinjet hovering overhead. In the air was Iron Man, wearing his Mark 3 Armor. Flying beside him was Thor, hammer spinning above him as the other Avenger's leaped out of the jet.

"Avengers Assemble!" shouted Captain America, leaping down to the street and hurling his shield while still in the air. The patriotic disk flew through the air and struck the brute right in the face, causing the mech to instinctively shield his sensitive optics. Among the Avengers that came were Wasp, Bumblebee, Jazz, Warpath, Crosshairs, Black Panther, Hawkeye, and Hulk. Ant-Man had still quit so it was no surprise that he wouldn't be here, but right now, both Nick and Carol were glad to see their friends here. But then someone else jumped out of the jet, wearing a dark blue suit with white highlights, a blonde also joined in the fight. Carrying twin handguns, Agent Thirteen joined the fight, firing at the brute.

"Mind if I be an Avenger for a day?" quipped Sharon, glancing at Nova with her blue eyes. He made a gesture saying to go right a head. So with a grin

"We leave you alone for one day and this happens." scolded Wasp in good fun as she flew down beside Nova, hands on her hips in an exaggerated fashion. Carol giggled as Nova just facepalmed.

"How was I supposed to know this was gonna happen?" demanded the Prime, throwing his arms down in a mock tantrum, "Don't judge me!"

"Eyes on the prize, boss!" shouted Warpath as he charged forward, axe raised as he swung at the back of the Captain's legs, knocking him off balance so that Jazz could jump onto his back and blast his head with powerful sonic waves.

The brute growled in anger and suddenly, the two panels over his shoulders opened up and six red objects sprung out. Nova narrowed his eyes at the objects: seeker mines, "Hawkeye! Target the mines!" shouted the Prime, taking aim at one of the mines and shooting it mid air as soon as it started heading towards his team.

"On it." replied the archer, notching three explosive arrows and pulled the string back. Taking a moment to line up his shot, Clint released the bow string and let loose the bolts, each one struck a mine, destroying it mid air. The remaining mines were left for Hulk as he pulled his hands back and used a technique called the Thunderclap to destroy the rest. The resulting shockwave broke the sensitive explosives, causing them to detonate mid air harmlessly.

Wasp flew right up to the Captain's face, using the smoke generated by the mine's detonation as cover, and blasted him in the optics. Reeling back, the shots stung in sharp piercing strikes as his optics burned from the attacks, but if he thought he was out of the gutter, he was wrong. Leaping from a lamp post, Panther latched onto his right shoulder, claws raking into the armor plating, giving the Wakandan a good grip as he jammed a Vibrainium dagger in his elbow joint. The sharp object sliced cleanly into the arm and into the internal muscle of the alien.

A pained howl erupted from the Captain's voice box, he didn't sign up for this.

"Thor! Give him all you've got!" shouted Iron Man to the Thunderer.

"Aye!" replied the prince as he flew up high. Raising his hammer into the air, he swung it around in large circular motions. The clouds above began to swirl together and thunder rumbled through the city. After a few more swing's, Thor's motion began to get more rapid, the hammer glowing brightly and lightning began to arc around him.

"Autobots! Find cover!" shouted Nova as he turned back to human. It was a known fact that lightning is attracted to metal and he would rather prefer that all Avengers were able to fight what was coming. Soon, each Autobot had cleared the immediate area, leaving the brute standing alone in the center of the intersection.

Once he was satisfied with the amount of lightning he conjured, Thor pointed the hammer right at the Captain, "FOR MIDGARD!" roared the Prince and a massive bolt of lightning shot out and struck the brown bounty hunter. The bolt struck him with enough volts to power the city of New York, causing him to roar in agony. As the flash faded, each Autobot and Avenger glanced back to see that he was still standing. But a few seconds later, the robot teetered forward, falling to his knees before crashing forward with a thunderous clang.

Each Avenger soon gathered around the fallen titan.

"That was easy." quipped Warpath as he slung his axe back over his shoulder and onto a special holstered Ratchet made for him. But they couldn't relax just yet because suddenly, above the Captain, a holographic screen appeared. Lockdown's face could be seen as he stood inside the ship's control center.

"Who is that?" asked Wasp, keeping her attention on the bounty hunter on the screen, but was addressing Nick.

"Lockdown." informed Prime, narrowing his eyes at the Decepticon.

_"Look's as though I got a faulty hunter,"_ sneered Lockdown, his red optics peering down at the hunter in stasis,  _"but it doesn't really matter right now. Not when I've got, and I quote: 'The Greatest Cybertronian Mission ever Undertaken,' under my thumb."_

Nick's eyes widened in shock. He didn't mean that this was 'that' ship. It was lost eons ago in an asteroid field when the crew flew too close to it. But then again, Cybertronian ships have a tendency to crash land on Earth a lot.

"It cannot be," denied Nick, trying to make sense of everything, " _The Proudstar?"_

_"Guess you've done your history, kid,"_ mocked the hunter,  _"don't worry about the planet, or maybe you should. But I'm getting paid to speed up the Scrap Metal's job, and I'm not here for some old data controller either. My employer was pretty specific about what he wanted; I'll give you three guesses about what it is."_

"You're after the Plasma Energy Core." gritted Nick, knowing that this kind of Plasma Energy was hopelessly, if not hilariously, uncontrollable.

_"Good, you got it in one,"_ Lockdown clapped in a mocking fashion,  _"and for the record, I'd be careful about who you're messing with. My employer doesn't handle failure well. Caio."_

With that, Lockdown ended the communication, the screen fading away leaving the Avenger's to stand out in the snow. Nick looking down in shock and worry. Carol first took notice of it, feeling his distress through their bond.

"Nick, what's wrong?" asked the heroine, turning his face so that he would look at her.

"I'm not alright, what we're facing is a ghost from the past," answered the teen, pulling away as he walked over to Iron Man, "did you bring my trailer by any chance?"

"Yep, packed up in the back." answered the inventor, pointing over his shoulder with his thumb at the Quinjet which had landed in the street about thirty feet behind the group.

"Hang on a second," interjected Agent 13, walking right up to Nick, "now before you get all defensive about me being a SHIELD, and by the way, good to see you, Carol," The blonde just sighed, not understanding how her former superior officer could almost instantly see right through her costume, granted she was a SHIELD agent and since she was a former one herself, it made sense that Sharon would know about her transfer and likely transition to become a special agent in SWORD, "I'm here on my own time so I'd like to know what we're up against. Whatever you tell me stays between us, got it?"

Nick held his gaze at Agent 13 for a few seconds, carefully analyzing everything that was told to him. Not once, did the woman make him feel unsure to trust her, so with a sigh, he looked down for a moment before looking back to the group of heroes.

"Avengers, below the city rests the Proudstar," Nick closed his eyes for the next part, "the great ship of Nominus Prime."

Everyone present looked at the teen with wide eyes, was he seriously telling them that the ship responsible for tearing up Boston is actually an Autobot vessel? "I-It can't be!" gasped Jazz, looking at the Prime for some sort of clarification, "you mean an Autobot ship's the reason Bean town is gettin' torn up?"

"It's looking that way, Jazz," confirmed Nick as he walked towards the ship's entrance, stopping just a few feet from the group, "but it isn't an Autobot that is responsible for the destruction."

"Lockdown." seethed Ms. Marvel, folding her arms angrily, she still hadn't paid him back for impaling Nick through his shoulder with that hook.

"Yeah, but seriously, another Cybertronian ship crash landed on Earth?" spoke up Bumblebee, "What are the odds?"

"Indeed," confirmed Nick as he turned back to face the Avengers, "Nominus Prime's mission was to preserve the culture of the Cybertronian race. 'The Colonnade of Cybertron" was a covenant between all Cybertronians. The Colonnade is comprised of the essential aspects of the once lost Cybertronian heritage-and was placed inside the Ferrotaxis: the supercomputer that controls the Proudstar." Looking at each Autobot for a moment, Nick decided to put what he said in simpler terms.

"The Ferrotaxis literally carries the entire culture of Cybertron within it." finalized the Prime.

There were different levels of shock, awe, intrigue, and amazement coming from each Autobot and the Avengers. The heroes and Cybertronians looked to one another, hearing the prospect of learning about an entire race was a once in a lifetime opportunity.

"Man, think about the find that would be," breathed Crosshairs, already thinking about what may happen in the future, "all that art and beauty and history lost thanks to Mega-clutz. Then to find it all on Earth, of all places..."

"Man, if Hank was here, he would be all over this!" gushed Wasp, but at the mention of her former lover, her expression fell slightly. Seeing this, Bumblebee walked over to place a hand on her shoulder, giving her a comforting look. As the two stood side by side, Carol, on the other hand, was flat out excited and nearly bouncing around in glee.

This was what caused her to join SHIELD, besides her dad. She wanted to learn more about space! Aliens! Other planets! But she had been looking in the completely wrong way! What she thought was out in the stars was actually lying right underneath her home town! However, despite Carol's excitement, Black Panther was keeping a more practical composure, focusing on what Lockdown had said.

"From what this Lockdown has told us, he is not here for the Ferrotaxis, but something else entirely." inquired the king, looking at Nick.

"You said something about a  _Plasma Energy Core_ , I think that's what you said," interrupted Cap, "Also, you said that this ship carries the entire culture of Cybertron on it, why is that?"

"The Ferrotaxis controls both the Plasma Core and the Scrap Metals," informed Nick as he took out his PDA, pressing a few buttons, a hologram of a small diamond like object appeared, next was a Scrap Metal, and lastly was a capsule of some sort, "It directs the power and gives the Scrap Metals their function and purpose."

"And what be this purpose, Nicholas?" asked Thor.

"Nominus Prime's mission was to preserve the Cybertron culture, but that was not only his mission," explained Nick, going into more depth, "with the Scrap Metal Swarm at his command, Nominus sought to preserve our culture, by cyberforming desolate and uninhabited worlds. Bringing life to the galaxy. It was through the Ferrotaxis and the information it contained, that these world's flourished, creating new planets with Cybertronian life. Never has Nominus cyberformed an inhabited planet before he and the Proudstar vanished."

"Okay, so what do we do?" asked Clint, looking to Cap.

"It's Nick's show," said Steve, looking at the Prime. Soon all eyes were on the teen. Looking down for a moment, then glancing back at the ship.

"Nick?" asked Carol, walking over to him, taking his hand in hers. He shared a small glance with her before he returned his attention to the Avengers.

"Civilians are still evacuating. Captain America, I need you, Agent 13, Hulk, Thor, Warpath, Hawkeye, and Black Panther to remain on the surface and help the people evacuate the city. Keep the Scrap Metal's focus away from the people as much as you can," ordered Nick as he stepped towards the Proudstar entrance, transforming into Nova Prime, he pressed several keys on his right arm. From the Quinjet, his trailer rolled out and broke apart. Forming back together, Nova was in Hyper Mode as he adjusted to the Armor, "Iron Man, Wasp, Ms. Marvel, Bumblebee, Jazz, Crosshairs, and myself shall enter the Proudstar and try and prevent Lockdown from reaching the Plasma Energy Core."

With that, Nova took out his Decepticon Hunter. Taking it in both hands, he formed a large cannon, the barrel began to glow brightly and a huge bolt erupted from the weapon. The shot collided with the doors, exploding on impact and blowing a large hole in the side of the ship. With their missions clear, the team split up, the Prime and his team heading into the ship while the others remained on the surface, helping the people escape the city and the ship's defenses.

Inside the Proudstar, long corridors spanned across the entire vessel. Pieces of debris littered the hallways, some power cells, and the occasional Scrap Metal. But something was off about the pests. A large swarm came flying right towards them, each Avenger got ready to defend themselves, but the mechanical insects just flew right past.

"Why aren't they, you know, trying to eat us?" asked Wasp as she flew right in front of a Scrap Metal, the creature seemingly oblivious to the small flying woman in front of it.

"It's like we aren't even here." commented Jazz as he waved his hand in front of another.

"If the Scrap Metals are not attempting to stop us, then we should be thankful that-" began Nova, but the Prime suddenly stopped mid sentence, letting out a startled gasp as he clutched his chest, "Oh-no."

"What's wrong?" asked Ms. Marvel as she flew over to the Prime, checking to see if he was alright. A similar feeling of dread washed over her, but from the looks of it, Nova felt it worse than she did.

"It felt like the Matrix just turned off then back on," stammered Nova as he stood up, "there is a dark presence here. I can feel it. Something familiar and has permeated this place-and the Cybertronians who lived here." So with a stretch, the Prime readied himself, "We will deal with this, should we encounter it..."

"Ominous much?" asked Iron Man, trying to lighten the mood. Following Nova through the ship, since he seemed to know where he was going, the Avengers and their ally continued through the ship. However, despite his composed outward appearance, Carol could feel Nova's distress about what was happening, a terrible feeling in the pit of his stomach, and that feeling carried over to her.

Flying up ahead, she hovered beside the Prime, giving him a hard look, "Nova, Nick, we need to talk." stated the heroine.

"Another time, Carol." replied Nova, trying to keep his attention focused.

"Not later, right now." finalized Carol, folding her arms as she narrowed her eyes at him. Glancing at the team, seeing their somewhat confused and concerned expressions, they guessed that something might be wrong.

_'She's not gonna let this go, kid.'_ said Onyx, within both Carol's and Nova's minds. So with a sigh, Nova transformed into Nick, and the two walked away from the group to have a private conversation.

"Okay, Nick. I know you came to Boston to meet my family and try to keep things civil between me and my dad, but I think you came here for something else," spoke Carol, placing her hands on her hips, "Don't try to deny it, I know what you're trying to hide in the back of your head. Nick, what is it you're worried about?"

"It's something-someone from my past," replied Nick, taking off his helmet while sitting down on a piece of debris, "I assume that you know about some of the visions I've been having?"

"I see them whenever I close my eyes," replied Carol, sitting down beside the Prime, "Nick, who is that?"

"The one who murdered my mother: Galvatron," he answered, or rather spat, even after nearly three years, the pain was still fresh, "It's been sitting with me for a while. He just vanished after that day. Off the face of the universe. I don't know what he has planned, but I do know is that he is making his move soon." With a frustrated sigh, he stood up and placed his helmet back on, "Look we'll talk about this later. Right now, we need to find Lockdown and stop him."

With that, Nick walked away, leading the Avengers once more. However, watching him go, Carol kept her vision fixed on him, slightly frustrated with him because he was bottling up his emotions again, but honestly she was concerned. Nick had told her about Galvatron, even if he met the Decepticon for only a brief time. It was pretty clear that he had no qualms with sacrificing anyone for his personal goals. But what bothered her was how calm Nick was being, like this was the alien that murdered his mother. Yes, she knew that Nick had a lot of control over his emotions, but despite the passive appearance, she could a huge spike of hate for the Decepticon. And that's what worries her.

The only thing she could really do was be there for Nick. Help him deal with this, and if Galvatron does show his face, she'll help him take the con down. And if the worst came, Carol may have to save Nick from himself. Sighing to herself, Ms. Marvel rose into the air a few feet and flew after the Avengers. Unknown to them, a security camera had been watching the heroes. Swiveling to the right to follow the group.

* * *

 

**_Proudstar Bridge_ **

Things had been going a little well since he ditched the Prime and his mate on the surface.

Lockdown and his men had arrived at the ship's bridge, testing a few controls, seeing what was functional and what wasn't. But more importantly, if the Plasma Energy Core could function if disconnected from the Ferrotaxis. He was getting paid to steal a priceless energy core, not a few million year old data cylinder and a bunch of pests.

Thankfully, whatever weird scrap that happened on Earth in the last few years had shrunk the ship as well, miraculously leaving the city above undisturbed. He could do without some annoyances from the local inhabitants. Speaking of which...

"Sir." called out one of his men. The bounty hunter directed his attention to the screen, showing a screen of one of the hallways inside the rustbucket.

Some of the humans called the Avengers and a few Autobots and Prime. They were searching the ship, though from their rate, he could guess that they were taking looks down hallways and rooms to see what else the ship had to offer. If they were so interested to find out what this ship could do, well, he might as well humor them with a ride.

"Hypothetically speaking: could this ship get airborne?" asked Lockdown, glancing at an engineer.

"Well, it could get up to the stratosphere, but beyond that, the shielding would break down and this puppy wouldn't last long against solar flares and whatever else." informed the soldier, checking another console, seeing a few warning lights flashing, but the ship was strong enough to hold together. And that was all he needed.

"Well then, I think it's long over due for this boat's next sailing," implied Lockdown, a devilish grin spreading across his faceplate, "don't you agree, boys?"

A few dark chuckles echoed through the bridge. The Avengers and any humans still in the city were going to get the ride of their lives.

"Time to light this candle," ordered the bounty hunter, looking towards the soldier that was standing at the ship's controls, "fire up the engines."

"With pleasure, sir." replied the soldier, pressing down on one of the buttons. The ships lighting flickered out for a second before a low hum began to rumble through the ship.

* * *

 

**_Hallway_ **

It had been about twenty minutes since the Avengers split up, and the heroes that had gone with Nova were no closer to finding Lockdown. It didn't help that nearly all the hallways looked the same, but even worse, the ship was equipped with some defenses, other than the service arms and Scrap Metals.

"So, what kind of traps do Golden Age ships have?" asked Wasp, a little nervous, flying closely to Bumblebee as she looked around the hallway in mild fear. Half expecting some sort of flame thrower or whatever to pop out and fry them.

"Watch out for Bone Grinder, Brain Blinders, Flesh Stealers, Chromosome Inverters, Catatonic Sludge, Blackhole Trapdoors, and of course radiation." listed Crosshairs.

"Oh, just those." whimpered Jan as she flew a bit closer to Bee. The warrior readied his blasters, as a form of reasurance for the heroine. It was no secret that since Hank quit the team, Jan and Bumblebee started to become a little closer. Not romantically, she was still holding out for Ant-Man, but with everything that has been happening, Nick, Jazz, and the others could only do so much.

At that moment, Nick's I.D. card started beeping, "Nova here, what is it, Cap?" requested the Prime as he took out the card.

_"Civilians have cleared most of the city, the ones remaining are on their way out as we speak."_ informed the Super Soldier.

"Good, keep helping evacuate. Unfortunately, we still haven't-" Nick was cut off when the lights began flickering, and a reverberating noise echoed through the hallway.

"The floor's vibrating," announced Bee, looking down to see some stray pieces of scrap jittering on the floor. A long droning rumble entered their ears.

"What's that noise?" asked Ms. Marvel, "Tell me we didn't set off a trap."

"We didn't. Lockdown you idiot." seethed Nick as he directed his attention back to his card.

"Nick what's going on?" demanded Iron Man, looking around the room cautiously as dust began to seep down through cracks.

"Lockdown's activated the engines," informed the Prime grimly, causing everyone to look at him in shock, "the Proudstar is taking off, with Boston still on top of it."

* * *

 

**_City Streets_ **

If the threat of giant mechanical arms or robot scorpions were bad, things could always get worse. Warpath and Thor were currently engaging a small swarm of Scrap Metals, the creatures taking notice of them and began attacking. While twenty minutes doesn't seem like a long amount of time, it was enough for the Scrap Metals to Cyber Form a good portion of Boston. Parts of buildings were mixed in between machine and standard brick and concrete. In all honesty, it may have been an engineer's dream and a natrualist's nightmare.

"There's like an endless wave of them!" bellowed Warpath, firing his Scrapmaker at six Scrap Metals, the shots easily tearing them apart, "I LOVE IT!"

"Keep your focus, Warpath!" shouted Captain America, hurling his shield into a Scrap Metal, the strong disc was able to snap the robot in half, "We here to help the people escape, not enjoy ourselves."

"But we can do both, can't we?" asked Agent 13, using her pistols to gun down a few Scrap Metals. Steve smiled as he watched the woman fight. While he may be from a time where women weren't considered to have real jobs and mostly stay at home and do housework, he had always held a great respect for them, especially after Peggy. She was the one who believed in him and was the one he introduced him to Howard Stark, the man who helped Ersken create the Super Soldier Serum. If it wasn't for her, he wouldn't be here.

His little moment of nostalgia was ruined when the ground began to rumble. The Scrap Metals let out a bunch of shrieks and they began to flock towards the center of Boston.

"What are they doing?" asked Hawkeye, watching as the creatures continued to fly away, completely ignoring the city around them.

"They are converging to the center of the city," informed Black Panther, narrowing his eyes as a possible explanation came to his mind, "Nicholas said that the Proudstar was a ship."

"Meaning?" grunted Hulk as he crushed a squirming Scrap Metal in his hand.

"The ship is preparing to take flight." deduced the Wakandan grimly. However, despite how logical it might sound, it soundly a little ridiculous to Agent 13.

"Nick also said that this boat was also several hundred million years old," pointed out the woman as she placed her hand on her hip, "something that old won't get too far."

But fate had a tendency to prove people wrong at the most convenient of times.

The street began to split and break apart. Around the heroes, the windows on buildings shattered, raining sharp glass down before the building itself collapsed. Where the Scrap Metals had met, a large spire began to rise from the city. It was a dull purple, a few antennas emerged from the tip and around the building. Suddenly, the street started breaking apart faster. One section of the road began to rise up, a few cars that had been abandoned fall from the ledge, civilians desperately escaping the falling debris.

From a distance, people could see skyscrapers and several buildings floating into the air. Soon the ground followed as powerful thrusters pushed the city of Boston into the air. And for some, it would be a serious surprise.

* * *

 

**_SHIELD Helicarrier_ **

She should have known that the kid wouldn't be able to handle this.

Maria Hill was currently on the phone with the U.N., apparently, a Cybertronian ship had reactivated in Boston and was tearing the city apart. A few people had gotten hurt, but there were no fatalities. Not yet anyway.

"Understood." said Hill, receiving her and Coulson's orders.

Hanging up, she went to the bridge where the Director would likely be. All SHIELD had to do was take over the situation from the Avengers, bunch of vigilantes. But despite what she may believe personally, Maria couldn't deny that Prince brought up several valid points. And it seriously annoyed her. Plus, they still had immunity from being recruited by SHIELD since they were still the UN's advanced team and SWORD's Earth based unit. So here was SHIELD, heading to the Boston right now to help the Avengers.

But after this, she may be able to convince Congress to say otherwise about the Avenger's immunity.

Arriving at the bridge, dozens of agents were running around, conveying messages, addressing incoming pleas for help, almost all of them were addressing the issue in Boston. Standing by a console, Coulson was speaking with both Skye and Soundwave.

"Director Coulson, orders from the UN." informed Maria. Phil sighed as he glanced over his shoulder.

"In a minute, Hill," replied the Director before he returned his attention to the two in front of him, "and you're certain?"

"Yeah, me and 'Wave have been hacking into the city's system to try and find out what was going on when the whole thing got disconnected." confirmed Skye as she gestured to Soundwave who had on his visor a concept art of a disconnected plug with the SHIELD insignia and the name Boston.

"Sir, it's important." pressed Maira as she stepped forward to Coulson.

"Not now, Hill. I don't have time to deal with your little need to prove Nicholas Prince wrong." snapped the man, spinning around to look the woman right in the eyes. Both SHIELD operatives held their gazes for a few seconds, the Bridge silent other than a few background noises of phones ringing and some sensors beeping. No one said anything until Soundwave suddenly changed the clip art image to the radar.

"What is it?" asked Phil, keeping his attention on Hill for a few more seconds before turning to the former Decepticon. On the Con's screen, a large mass was rising up just in front of the Helicarrier.

"Uh, 'Wave, what is that?" asked Skye as she looked rather confused at the screen. Instead of answering Soundwave merely pointed to the front of the Helicarrier towards the front window. Everyone inside the mobile base followed the TCI's gesture and all of them had different levels of shock.

Rising through the clouds like some sort of massive creature, several Skyscrapers rose into the air. Following quickly behind was the city of Boston. A large boulder hung beneath the city and just below that, powerful streams of exhaust were propelling the city into the air.

This was certainly different.

* * *

 

**_Proudstar, Inner Structure_ **

They needed to shut the ship down fast! Like activating a ship as old as this was very dangerous, to begin with, but taking it into the atmosphere?! That was just insane!

The heroes were now flying down the hallways, the Autobots racing down a few in their vehicle modes. Cutting a few corners, Nick leads the team of Avengers, the Matrix guiding him as they went. But a dark feeling washed over him.

He came to a sudden halt, glancing to the right. Landing on the floor, Nick walked over to a ledge, looking down a large crevice. The other Avengers all stopped themselves, seeing the Prime looking down into the darkness.

"Nick we've got to keep moving!" shouted Ms. Marvel as she flew over to him, grabbing his shoulders to spin him around so he would look her in the eyes.

"Right, sorry, just I sensed something," explained Nick as he looked back down into the darkness, "I think you felt it too."

"I know, it's just that something feels off about this place." confined Carol, letting go as she also looked down into the darkness.

"Nick, Carol? What's wrong?" asked Wasp as she flew over to the two teens.

"It's this ship," answered Nick as he gestured to the entire vessel around them, "I can sense a darkness, like the opposite of Primus my father..."

"Unicron?" inquired Iron Man.

"Yes, I can feel Nominus Prime. The goodness within him. The nobility of his mission. To Cyberform uninhabited worlds; to bring life to the galaxy," narrated Nick, conveying what the Matrix was telling him about this Prime, but his expression turned dark, "but something went wrong. Unicron somehow managed to influence him, burrowed into him. Driving him mad. Because of Unicron, Nominus Prime began destroying inhabited worlds. Travelling through the galaxy until he arrived here on Earth."

"Wait, Unicron can only control things infected with Dark Energon." pointed out Bumblebee, but that statement was not lost on the Avenger's as they gave each Autobot a confused look.

"What's Dark Energon?" asked Wasp, glancing between Nick and Bumblebee, mainly at the teen who was giving the warrior a critical look.

"Dark Energon is Unicron's fossilized blood," informed the Prime, "it had special properties, like resurrecting the dead. Anything infused with Dark Energon is subject to control by Unicron's will."

"So how did Nominus go bad?" Asked Jazz, not entirely sure how a Prime could go evil.

"Unicron is the incarnation of evil, bad, darkness, destruction, whatever," clarified Nick, "meaning that since he is the source of all evil, he can exist in everyone. The little voice in the back of your head, telling you to kill, take what you want; basically, all negative thoughts are Unicron trying to tempt you into turning."

"So down the line, Unicron was able to get inside Prime's head and make him go evil." surmised Carol.

"Correct, but we've wasted enough time talking," stated the Prime, "The Plasma Energy Core Chamber is just ahead."

"Then let's stop talking and get moving." Concluded Crosshairs as he took out his Plasma SMGs.

"Agreed," Prime nodded but then suddenly raised his I.D. card, "Captain America, what is your status?"

_"Air's getting too thin for us,"_  confided Steve,  _"the civilians have all been evacuated and we're just on our way out."_

"Hold your position, we may need to make a rapid retreat." ordered Nick.

_"Understood, Captain America out."_

With that, the team of heroes headed down a large hallway. This one looked a bit grander than the others, larger with a few carvings in the walls. But they had a job to do that superseded the art around them. The Plasma Energy Core was just in front of them, and they had to figure out a way to return the city back to the Earth without destroying the very thing upon which they walk.

Inside the chamber, Iron Man, Nick, Bumblebee, Jazz, Crosshairs, Ms. Marvel, and Wasp all came to a stop when they saw Lockdown and his soldier's gathered in front of a massive containment shield. Inside the shield, a brilliant display of energy, arcing in bolts of lightning coursed through the massive channel. A small device could be seen hovering at the origin. This was the Plasma Energy Core.

"I figured you all might show up." sneered Lockdown as he turned around to face the heroes. His men readying their weapons as they started a standoff, the Avengers readying their respective weapons as well.

"Hand over the Plasma Energy Core, Lockdown." demanded Nick, taking out his Decepticon Hunter and extending his sword.

"Nick if you've got an idea to stop this guy, you better do it soon," said Iron Man, his hud showing that the city and ship were rising to 20 miles, "Air's getting even thinner."

"Yeah, air is definitely getting a little thin, and I doubt this boat, can handle the vacuum of space in its current state." stated the bounty hunter ominously, his men chuckling darkly as one of them pressed a few keys on a nearby console.

"You can keep the Plasma Energy Core," pleaded Nick, trying to find some sort of middle ground that Lockdown was willing to agree to, "just return the city and ship to Earth. We will make no attempt to stop you when it is returned."

"Hmmm, get out of here free pass in return for putting the city back; sounds pretty good," shrugged Lockdown, catching the heroes off guard, but mostly had both Carol and Nick narrowing their eyes, "in fact. I'll get started right on that." he suddenly raised his hook and flipped a panel up, "This is Lockdown, ready for extraction." Suddenly, right behind the group of hunters, a Groundbridge portal opened up. Lockdown turned to the one hunter manning the console and gave him a nod.

The con smirked sinisterly as he pressed a certain button on the control panel. Around the Plasma Energy Core, a protective casing sealed the power source, cutting off the flow of energy to the ship. Nick and the other Avengers watched in horror as the core was suddenly launched out of the channel, severing the connection.

"NO!" cried out Nick as the ship around them groaned in anguish the engines dying out with nothing powering them.

"I said I would return the city to Earth, Prime!" shouted Lockdown over the roar of emergency sirens echoing through the ship, "I never said how!" With that, he and his men charged through the Groundbridge and the portal snapped shut. Nick stood frozen in place, shocked and horrified. At this altitude, the ship crashing, along with the entire city could very well level practically the entire eastern seaboard of North America.

"Nick what do we do?!" cried out Wasp, suddenly feeling herself floating up towards the ceiling. Pieces of debris also began floating up, followed by the Avengers, however, Ms. Marvel and Iron Man were able to keep themselves steady with the falling ship.

"Nick! Snap out of it!" shouted the blonde heroine as she shook the Prime.

* * *

 

**_Avengers Quinjet_ **

Things had gone far too quiet for his taste. Steve was currently piloting the Quinjet, just on the outskirts of the flying city. They couldn't go out there since the air was far too thin for any of them to breathe. Thor could probably do just fine and so could Warpath, but neither of them really had the discipline to effectively follow orders.

"Ugh, I'm so bored!" groaned Warpath as he leaned back in his chair, throwing his head back as he dangled his arms by his side.

"We know, you've told us for the last twenty minutes." snapped Hawkeye, sitting by the window watching the city.

"Then perhaps taking the time to study Lockdown's profile may interest you." offered Black Panther humorously.

Hawkeye just snorted, practically saying no to the offer as he continued to watch the city. Then something caught his attention: the spire began to split in two. From out of nowhere, a massive maroon ship appeared. Steve had to bank out of the way to avoid running into the ship. The vessel was about a third of the size of the SHIELD Helicarrier, with glowing red sails, a powerful thruster, and multiple turrets. Thankfully, whoever was piloting the ship didn't notice the Quinjet.

"What manner of ship be that?" asked Thor, seeing the ship appear out of thin air.

"I'm more concerned about what that is." pointed Hawkeye towards the spire. A small light blue sphere shot out from the building, heading right into the air. It didn't get far before a beam of light struck the object. It must have been some sort of tractor beam because the sphere halted in the air and flew right towards the ship.

"13, do you have any idea on what that is?" asked Captain America to his girlfriend.

"If I had to guess, I would put my money on the power source. Lockdown did say he was hired to get that thing." offered the Agent, though at the answer, every single Avenger looked at each other.

"If reactor isn't powering the ship, why isn't it falling?" asked Hulk. But as soon as he did, the city of Boston began to plummet instantly. Everyone looked down to see the massive rock falling towards the Earth.

"You had to ask?" scowled Hawkeye, glaring at the jade giant who had a grim expression on his face.

* * *

 

**_Plasma Core Chamber_ **

They were falling, that much was certain. Nick was still in a daze as Iron Man tried to figure out a way to stop the falling city, but the window of correction was closing very fast. Despite this, Wasp and Ms. Marvel were trying to get the Prime to snap out of his daze.

"Nick! Wake up!" shouted Carol as she took hold of Nick's face, looking him right in the eyes. His helmet had drifted off and everyone in the ship was floating like as if they were in space, "Nick! Please! We need you here!" She could feel his distress, it was almost making her lose it herself. But Carol would be nothing if not stubborn, and she knew that through everything that has happened, Nick would always listen.

"Oh for the love of-" cried out Crosshairs as he pushed off a wall and headed right towards Nick. Once he was close, he clenched his fist and slugged him right in the jaw, "Snap out of it, Prime!"

The blow seemed to work as Nick was now rubbing his sore jaw, "OW!" snapped the Prime. For a second, he felt pretty mad at Crosshairs, sure he was having an internal breakdown, but that was no reason to punch him. Before he could scold the specialist about snapping people out of a stupor, Jan cut in.

"Nick!" cried out Wasp, flying towards his face, "You need to stop the city from crashing! And you, know, killing us and everyone!" If the heroine was being honest, she didn't think anything short of a miracle could stop the city from crashing into the Earth. Sure, they had pulled off some pretty impressive feats in the past, and it was true, Thor was able to prevent Manhattan from crashing into the ground when Graviton attacked and the Break Out occurred. But the difference between then and now is that the city was falling much faster and was much larger than the island.

That was he needed. Nick's surprised and pained expression vanished and was replaced by a look of determination. His body glowed brightly, transforming into Nova Prime. A loud scream erupted from his thrusters and he shot out of the chamber. Flying down hallways, he made sharp turns and corners, he didn't know if he was strong enough but he had to try. He retraced the entire route he and the others took to get into the ship, heading right for the main exit where a howling wind ripped through the hallways.

Flying right out of the ship, Nova flew along the city streets, keeping close to avoid getting sucked into the wind around the makeshift asteroid. Cars were floating in the air, as were buses, motorcycles, a news stand, several other objects that weren't fastened down. Soon Nova reached the edge of the city.

With a determined snarl, he pushed more power to his thrusters and entered the huge rush of wind. For a split second, he almost lost control as the rush blew him off balance, but thanks to constant use of his wings, and a good sense of which way was up and down, the Prime stablized himself and flew around to the bottom of the city. If this was a briliant move or just plain stupid, Nova Prime was about to make history.

The bottom of the rock had certain areas were the Proudstar was exposed, likely thanks to the engine's thrust propelling it into the air or gravity causing chunks to come off. But now that the thrusters were offline, the giant mass was speeding towards Earth, going so fast that the bottom of the city was glowing red. Nova flew close to the city, keeping about a foot of distance, but when he got to the center, he was going to have to get close.

"TELETRAN!" yelled Nova over the rush of the wind, "IS THIS THE CENTER OF THE CITY?!"

_"Affirmative, but the odds of you being able to prevent the city from-"_

"I DO NOT NEED THE STATISTICS!" snapped Prime as he pressed his hands against the underbelly of the stone, angling his thrusters so that they were facing directly down, "I JUST NEED POWER!"

And Nova Prime was going to need every single bit of energy he could muster. Diverting energy from his weapon systems, he sent all of it to his thrusters, the engines screamed at the burst of energy. Nova was pressed flat against the stone, his body groaning under the immense pressure of the falling city and ship and the raw power of his thrusters.

_'Come on!'_ he begged, his hands cracking the stone. Teletraan was listing the distance between the Earth and where he was. He only had about five miles left. He needed to do this.

No.

He must do this.

Not for himself, nor for some sort of sense of honor, not just because lives depended on his success, but because his family depended on him. Jan, Tony, Bumblebee, Jazz, Crosshairs, Steve, Clint, T'Challa, Warpath, Thor, Hulk, Grimlock...Carol. The Primes may be his brothers and Primus may be his father, but ever since his return to Earth, each one of them had been there for him. Concerned for him, treated him like a brother and best friend. And now, a husband in a sense. He wouldn't let them down.

"I WON'T LOSE MY FAMILY!" Screamed Nova Prime, his chest erupting in a massive flash. The Matrix began giving him the power he needed to turn the tide of this struggle. The thrusters in his pack let out a thunderous roar, burning with even more power. The once blue jets that propelled Nova Prime turned white. And the effects of the power increase were greatly felt. Literally.

* * *

 

**_Proudstar_ **

Nick had took off so fast that he left everyone in the ship. Now normally when you leave a person behind, that person could either get very mad or understand why and trust that he will come back. Ms. Marvel was both at the moment. She understood why Nick left so fast but that still left her annoyed with the fact that he left her and the others behind.

But with a city literally falling out of the sky, Carol knew that her personal annoyances came second to the task at hand.

"Come on, we've got to help, Nick!" Cried out Wasp as she was pulling Bumblebee along through the air. Since the ship and city were falling, the Autobots were basically rag dolls tumbling through the air. And since none of them would like to go down with the ship, they paired up with each Avenger. Iron Man was towing Jazz, Ms. Marvel led Crosshairs and Bumblebee was being dragged by Wasp.

"Before we get outside, we'll need Cap to swing by and-AH!" Whatever Tony was going to say was interrupted when the floor of the Proudstar suddenly slammed into him. The others also hit the floor with different levels of pained cries. Carol was the first back to her feet, at first, she thought that the engines had re-engaged, but the Core wasn't connected and there weren't any power sources strong enough to get the entire ship online.

_'Nick what's going...'_  Carol began to ask through their bond when she felt his emotions: the determination, the will, conviction, resolve, whatever any other emotion that meant or was connected to protecting his family poured from Nick through their bond. And Carol had a good idea on what he just pulled off.

"Ugh, what-what just happened?" Asked Iron Man as he shook his head, the crash jarring him slightly.

_"Captain America to Iron Man, come in Iron Man."_ Said Steve through the suit's communications system.

"I'm here. What the heck is going on out there?"

"Did we crash?!" Panicked Wasp as the worst case scenario entered her mind immediately.

_"No, but you're all going to wanna get outside and see this."_ requested Captain America. For a moment, each Autobot and hero looked at each other. What was he talking about?

* * *

 

**_Two Minutes Later_ **

The team that had gone with Nova emerged from the ship entrance, and immediately noticed something: all the cars, buses, pieces of debris, heck, even some snow were back on the ground. The bodies of dozens of Scrap Metals also littered the streets, with the core gone, the Ferrotaxis was no longer transmitting the animals commands, essentially making the Scrap Metals brain dead. Leaving the heroes, Carol immediately flew off to go check on Nick.

"Jarvis, are we still in the air?" Asked Iron Man, not sure if they were still given the buildings hid the edges of Boston.

_"Indeed, sir."_ Confirmed the A.I.

"Then how is everything...you know...on the ground? Weren't we just falling to our deaths for minutes ago?" Asked Wasp, even this was weird for her. They had seen a lot of stuff, going to Asgard was at the top of list, but right now, the fact that a falling city hasn't hit the ground yet is rather close to that.

"Scans show that Boston is still falling, but this is impossible," stated Iron Man as he projected a small hologram, showing the rate of the city's descent. They were below the clouds so snow was falling once more, but that still left one thing unexplained, "we falling at a rate of one foot per second."

" _You're gonna wanna see this, Iron Man."_ Interrupted Captain America, bringing the Quinjet in close. The three Autobots boarded the jet while Wasp and Iron Man flew off in the direction of Carol. Through out the city, they could see the extent of the free fall's damage. A few buildings were damaged, numerous cars were totaled, and the bodies of more Scrap Metals lay sprawled across buildings and streets, but that wasn't the source of their attention. Flying out of the city, the two flew down the side, seeing a huge light rocketing out from the bottom.

"Tony...Is that..." breathed Jan in absolute awe, shock, and amazement as they saw who was responsible for Boston suddenly slowing down. Hovering off to the side in an equal state of shock but mostly joy was Carol. An amazed expression was on her face as she and the others watched as Nova Prime, the youngest and possibly, one of the greatest Prime's since Optimus, stabilized and held up the entire city of Boston and the Proudstar.

"And I thought I had seen everything..." trailed off Tony, just completely blown out of the water. The ship was acting like a sort of plate, keeping the city from breaking apart, just as how it was raised into the air. But in this instance, Nova was using the super structure of the Proudstar to keep Boston together.

It was an amazing sight to see, one single being was holding up an entire city. Below, the massive crater where Boston once reside was coming up. Around the edge, debris from buildings that collapsed in littered the rim, but standing right at the edge, the citizens who escaped the city cheered in joy as they saw Nova Prime bring their home back.

Slowing down even more, Nova let out a war cry, almost stopping the city entirely. Slowly, he lowered the massive town into its rightful resting place. A loud crash was heard as the weight of both Boston and the Proudstar settled on the Earth.

The Avengers rushed to the center of hometown of Carol, the blonde leading them when they saw an explosion blossom and dirt and smoke erupted into the air. Landing on the ground, Carol came to a running stop as she saw Nova stumble out of the dusty cloud, panting in exhaustion. His body glowed and transformed back into Nick.

"Nick!" Cried out Carol in joy as she ran towards him and threw her arms around his neck. Initially caught off guard, it took him a moment to wrap his own arms around her waist, but let out a disappointed sigh when she suddenly broke it off, and nearly turned pale when he saw the near murderous look in her eyes.

"Nick, what were you thinking?!" She demanded in fury, though underneath all that anger her concern and actual fear for losing him could be felt.

"I did what I had to do in order to save the lives of not just the people but my family," answered Nick, taking off his helmet to look Carol properly in the eyes, "Carol you don't have be afraid of loss."

For a moment, the new heroine gazed into his eyes, seeing nothing but sympathy and understanding coming from them. The thought of losing him frightened her, more than Carol would ever think, "I know it's just after everything that's happened...I don't want to lose you...I can't lose you..." without even realizing it, she was being held in a tight embrace from Nick.

"You don't have to worry about me, Carol. I'll always find a way to come back to you," he reassumed, holding the blonde in a warm hug, but then he suddenly broke it off and narrowed his eyes, "but the job isn't done yet. We have to find Lockdown."

"I have a lock on the Core's energy signature." Iron Man suddenly spoke up, causing the teens to jump slightly and turn to see the Avengers gathered off to the side, each with a serious expression, save for Jazz and Jan who both had knowing looks.

"Where is he?" Asked Nick, placing his helmet back on and walking over to the armored Avenger with Carol by his side. Projecting a hologram, the Red Avenger created a map of the US, zooming in on Virginia. Nick's eyes widened in shock then his expression turned to fury as he immediately recognized the area.

"That son of a..." snarled the Prime in fury.

"You know that area?" Asked Warpath, raising a metallic eyebrow.

"I do," fumed Nick as he clenched his fist, "It's where everything started."

* * *

 

**_Twenty Minutes Later_ **

They had left almost immediately, per Nick's order. While there was mountains of repair needed in Boston, he left SHIELD to handle that. On the way to the coordinates of the Plasma Energy Core, Nick made a stop at his Mansion, picking up the Star Saber. He hadn't used the sword since the Battle for Asgard with Megatronus, and to be honest, his behavior was starting to worry some of the Avengers, primarily Carol and Jan. They we're heading to the one place Nick had returned to in over two years.

The ruins of his home.

As Nova flew to the site, his mind swam back to memories before he left with his father Primus. Hanging out with his old friends, helping his mom, going to work, and just having a good time; all of those memories led back to one thing.

The death of his mother.

Nova remembered everything that happened the last he saw her; he just woke up to get ready to head to work, coming down stairs to smell that his mom had made breakfast, toast and coffee; Nova only regretted that he didn't give his mom that hug she asked for right before he left.

If he had known that that was the last time he'd ever see her alive… Nova shook his head; he needed to get back into the here and now, or if it was  _him_ Nova suspected was behind hiring Lockdown, he was going to be destroyed and his family may also pay the price.

_'Nova, you can't blame yourself for what wasn't your fault.'_ Stated Amalgamous, trying to get the young Prime to listen to reason. But Nova didn't respond, glancing backwards at Ms. Marvel and the Avengers, silently following him, but he knew Carol was trying to get his attention by trying contact him through their bond.

Realizing what he was doing, Nova felt a pang of guilt; he'd been terrible to them, and he resolved to apologize once this was all over.

Ms. Marvel, picking up on his guilt flew up beside him, "Nick, were nearly at the coordinates and you haven't told the others that it's him behind all this." Her heart almost ached at the thought of Nick actually killing someone, granted Megatronus was more on accident than intentional but that didn't make it any better.

Nova grimly shook his head. "I have to do this, Carol. If he even gets his claws on the core, there's no telling what kind of damage could be inflicted."

"I'm not saying you should just let him have it," she corrected, "but is  _killing_  him really the only way?"

Nova's eyes narrowed. "The needs of the many outweigh the needs of the few. I'm doing this for myself, I'm doing this so that others won't suffer at his hand."

"You say that, but why is it that I get the notion it isn't true?" Retorted Ms. Marvel sharply, resulting in Nova giving her a sharp look. Before any more conversation could be exchanged, Teletran 1 broke into the conversation.

_"Plasma Energy Core located."_ Informed the A.I., causing Nova and Carol to snap their attention to the ground bellow them. Standing just in front of the ruins to his home, Lockdown and his troops waited patiently for some sort of signal.

"We'll continue this discussion later," finalized Nova as a took out the Star Saber, the blade ignited in a brilliant blue neon glow, "AVENGERS ASSEMBLE!"

With that Nova dove to the ground, Ms. Marvel following close behind. The Quinjet's loading ramp opened up and allowed Wasp, Iron Man, Warpath, Thor, Captain America, Agent 13, Black Panther, Hulk, Hawkeye, Jazz, Bumblebee, and Hawkeye to join the Prime in his attack.

Lockdown and his men spun around to see the Avengers descend to the ground. Nova landed with a resounding thud as Ms. Marvel hovered beside him. The rest of the Avengers flanked the two on the left and right, each one with their weapons drawn.

"Hand over the Core, Lockdown." Ordered Nova, pointing the Star Saber right at the bounty hunter.

This was not a good time! Lockdown gritted his denta in frustration, he couldn't lose this deal now, not when he was so close. But it seemed like fate was on the side of Evil today because his second tapped him on the shoulder and whispered somerging that made him grin.

"I'm afraid I can't really do that right now, kid," confessed the merc sinisterly, causing the Prime and the Avengers to narrow their eyes in suspicion, "especially when the buyer is here."

Right behind Lockdown, dark orange sparks began flickering seemingly out of nowhere in the air. The sparks started out small and almost harmless but quickly became more intense and bright. Expanding outward, the sparks formed a Groundbridge, but unlike the one used by the Avengers, this one was completely red, swirling out with black energy. It was very frightening to see.

However, despite the malevolent appearance, Nova's eyes narrowed even more while the Avengers widened their eyes as they saw a shadowed figure emerge from the portal. Standing at fifteen feet tall, with silver armor, a large Decepticon Insignia on his chest, a massive and very dark enemy emerged.

Upon his exit, his optics scanned the area until they fell upon Nova Prime.

"Nova Prime, it's been a while." Sneered the Decepticon, like it was a bad taste in his mouth.

"Galvatron."

**_To Be Continued..._ **


	29. One Shall Fall

**_Chapter 29: One Shall Fall_ **

He knew this day would come. He knew that Galvatron would return, the visions had been warning him about what might happen, but he didn't account for when. Nova Prime stood alongside the Avengers, facing against the being that killed his mother. The Decepticon looked the same as he had the day Nick learned he was a Cybertronian. His expression may be stone and collected, but internally, he was seeing red. And the Avengers had different levels of emotions and opinions about the Con.

Wasp was glaring in fury at the Cybertronian. This was the one who hurt Nick when he was a kid, took away his mom and destroyed his home. And now, after all this time he shows up? Jan wasn't one to get angry, but when she did, it was not pretty. Bumblebee, Jazz, Crosshairs, Hawkeye, and Warpath all glared angrily at Galvatron. Hulk was growling in fury as his fists were nearly shaking with rage. Thor was a bit more collected than Hulk, but still, you could tell that he was also extremely infuriated by how his grip on Mjolnir tightened, his knuckles turning white. Iron Man and Captain America shared a similar level of resentment for the Con. T'Challa possibly held the lowest level of anger against Galvatron, not because he didn't care about Nick, but rather to keep himself focused and able to fight. Agent 13 didn't really know what was done to Nick, only just that Galvatron had murdered his mother and that he obviously hated him for that. So she held some resentment for the Decepticon's crimes, not for what was done to Nick, well maybe a little. But out of all the heroes, one was about as angry as Nick was.

Carol held a look of pure hate and fury, Galvatron was responsible for every time Nick woke up next to her at night, his eyes darting everywhere in fear. It wasn't that she was annoyed about losing sleep, she was concerned for Nick, his well being. It was this Decepticon that caused him so much pain when he was so young. And she was going to make him pay for that.

"I would say that it's nice to see you again,  _old friend_ ," sneered Galvatron as he walked forward a few steps, the portal behind him remaining open, "but it would seem that you and your friends aren't too pleased."

"And for a good reason," snarled Nova as he took the Star Saber in both hands and flourished it menacingly, "now surrender Galvatron, or you're leaving here in a body bag."

"Threatening me, Nicholas? I'm touched," taunted the Decepticon in mock pride, causing a few Avengers to look at the Prime in mild worry, "I never thought you had it in you. But in all honesty, I have no intention of surrendering, and neither do my followers."

From the portal, several figures could be seen emerging from the portal. The first one was extremely tall, about eleven feet. He had wide arms, long legs, huge shoulder plates that extended about six feet from both shoulders. He had a black, silver, and purple color scheme. A purple faceplate, but not the same purple as Galvatron, a lighter shade. On his back was a large sword that, if it was the Prime's imagination or not, had faint sparks of electricity. His entire form suggested heavy duty semi. Nova recognized the Decepticon instantly, this was Motormaster and this was his crew.

On the brute's right, two Decepticon's emerged, about six and a half feet in height, both had a similar chassis, shoulder plates that had the head lights to their vehicle modes, door wings on their backs, wheels that were connected under their forearms and behind their shins. The plating and brutish appearance gave the impression their vehicle modes were likely all terrain trucks. The only difference was their color schemes. The one closest to Motormaster had a dull gray color scheme, with smokey white and hints of red. This was Heatseeker, somewhat convenient that he happens to use heat-seeking missiles. He was a bit overconfident at times, but with his team's resume, he had a little of a right to be. His counterpart, Slashmark is a snark but intelligent Decepticon. His color scheme was light gray but still darker than white, with well defined red and blue color scheme. His weapon of choice was a form of energy that could encompass his tires, literally ripping up the road. But while these two may be powerful, the other two Decepticons on Motormaster's left were about as powerful.

On Motormaster's left were two Decepticons, about the same height as Heatseeker and Slashmark, both with similar vehicle modes, likely a Sports car of some make. The Decepticon closest to Motormaster had an almost mustard yellow paint job, if only slightly darker. Gray paint went along his thighs and his upper arms while his forearm was slightly chunky because of his vehicle mode. He had smalls spikes on the top of his knees while his finger tips were rather pointed, almost like claws but not so sharp. This was Dragstrip, Motormaster's second, but it was questionable if the Decepticon was actually trying to gain his approval or if he wanted Motormaster's job as leader. You'd think he may have exchanged notes on treason with Starscream. But while the Decepticon is self-confident, his partner, or as Dragstrip likes to call him, 'buddy ol' pal', despite threatening him on a daily basis, Wildbreak is likely the timidest and honestly highest confidence lacking member of the Strunticons. He had navy blue paint job with some hints of red and gray on his thighs, hands, and chest.

With their clear physical and differences, there was one thing that each Cybertronian shared: the Decepticon insignia on their chests.

"Nova Prime," sneered Motormaster as he saw the Prime, "it is an honor to meet the successor of Optimus Prime."

"Boss, we're here to grind them into the ground, not make nice with them." pointed out Dragstrip, he may work for Motormaster, but he's got the bearings to call him out on certain things.

"Fair point, Dragstrip." conceded the lumbering Stunticon.

"Nova, who are these guys?" asked Ms. Marvel, glancing at the Prime for a moment before returning her attention to them.

"Motormaster and the Stunticons: Dragstrip, Wildbreak, Slashmark, and Heatseeker." informed the Prime. But introductions were still coming, from the portal another Decepticon emerged, he was about eight feet tall, thick powerful arms, a crossbow cannon rested on his right arm. On his back were two pillars, almost looking like rocket launchers. But what stood out was not the fact that the Decepticon had one single optic in his head and an irregular mouth, like the maw of a cookiecutter shark but turned ninety degrees, but a golden chain hanging around his neck.

"Well well, Prime!" called out the Decepticon, throwing his arms up into the air, "If I knew you were gonna be here, I would have brought an extra missile with your name on it. Been saving it for your home, but...nah. I'll blow it up later."

"Oh-no." groaned Nova, losing his stance and facepalming. It just had to be  _him._

"Okay, I'll bite: who's one eye?" spoke Hawkeye, keeping his attention on the Decepticon.

"Possibly, one of the most annoying Decepticons to ever live: Nitro Zeus." he sighed. Nitro Zeus was a very dangerous hunter to be sure, tracking down his targets, even those affiliated with that person just because. The problem wasn't that he was bad, no it was that Nitro was seriously vain, constantly blabbing on about some of his targets, defeating the purpose of the information he acquired, but that was beside the point, "What is this all about, Galvatron?"

"Haven't you figured it out, Prime? You're the largest threat to my goals," scoffed the Decepticon, explaining everything that he knew, only certain past events, nothing that would betray his purpose for the Plasma Energy Core, "You have this uncanny ability to relate to everyone, get everyone to trust and listen to you. That is a boastful amount of leadership skills, but it also created an issue." Galvatron started walking to the right, keeping his chest angled towards the heroes as if to hide something behind his back, "Inspiring, rallying, uniting: such feeble and trivial ideas. Which is why I had no intention of you gaining as many allies as you could, less my goal be thwarted."

"And what is this goal that you speak of?" demanded Thor, getting a little annoyed at how Galvatron was monologuing.

"In due time, it will be explained, or rather it will be shown," answered the Decepticon cryptically, causing a few of the Avengers to tense, "but with you connecting and uniting the heroes of this Unicron forsaken rock, I couldn't allow you to do such a thing. Unfortunately, it would seem Kickback's assault on the X-Men only seemed to spur your unknowing connection to other heroes."

"What?! You were responsible for the attack?!" snapped Nova, gripping the Star Saber tightly, the blade ignited with energy because of his spike in anger.

"Yes, I was behind a few things actually, but none that concern you right at this moment," stated Galvatron, grinning maliciously as he returned to his original spot. He then turned to Lockdown, "I trust you have done the job?"

"One Plasma Energy Core as promised." replied Lockdown with a grin, stepping aside to show that his men had indeed delivered the core, still safely contained in the casing.

"Surrender the Core, Galvatron, you're outnumbered." ordered Bumblebee, charging up his blasters for emphasis, but the leader of the newly rising Decepticons just laughed mockingly.

"You are in no position to be issuing orders," he sneered, causing Jan to narrow her eyes in anger, no one talks like that Bee, "Lockdown, commence with the second phase of my plan. Sixshot will inform you of the details."

"It's been nice knowing you, Prime! Ciao!" shouted Lockdown, he and his men sprinted through the portal. Bumblebee, Jazz, Crosshairs, Warpath, Iron Man, Wasp, and Ms. Marvel fired at them but weren't fast enough to stop them from escaping.

"No!" shouted Nova, glaring in fury at Galvatron, "I've had enough of your games, Galvatron!"

"Oh, but I recently acquired a new toy that I hoped to try out. I'm sure you'll recognize it." he taunted, laughing maniacally. That was about it for Hulk as he let out a roar and charged right at Galvatron.

"Hulk! No!" cried the Prime, but his warning came too late as Hulk raised both his fists into the and leaped up to smash Galvatron into the ground. The Decepticon merely smirked. In a flash, his right hand went to his back, grabbing a handle over his shoulder.

Hulk was used to pain, having taken some seriously bad hits in the past. But what he was hit by may have been the equivalent to a human getting struck by a truck. A glowing violet wave of energy slammed right into his chest, the green giant letting out a painful cry as he was sent soaring over his friends by the wave of energy. He smashed into the ground, carving a small trench when the wave faded.

Nova's eyes widened. No! No, Galvatron did not find that! Nova spun around to look his focus on the Decepticon, a sadistic grin on his faceplate while in his hand, a long twelve-foot sword glowed menacingly. It had several spikes going down the dark violet blade as energy flowed from the weapon. That sword shouldn't have survived re-entry! It shouldn't have!

In Galvatron's clutches was the one weapon that went toe-to-toe with the Star Saber and actually broke the sacred weapon when Megatron forged it. The Dark Star Saber.

"Come Prime, let us finish what we started all those years ago!" challenged Galvatron as he shot forward, letting out a battle cry. The Stunticons and Nitro Zeus also charged, the Hunter firing several missiles at the Avengers.

"Attack!" roared Nova as he flew forward. The heroes following the Prime in an all-out charge. Bumblebee, Wasp, and Jazz were fighting against Wildbreak. Thor, Black Panther, Hulk, and Warpath fought Motormaster. Captain America and Agent 13 fought against Slashmark and Heatseeker. Iron Man, Hawkeye, and Crosshairs battled against Dragstrip and Nitro Zeus. And Ms. Marvel and Nova Prime fought against Galvatron.

The leading Decepticon swung his sword in a wide slash, sending a huge wave of energy at both teens. Ms. Marvel and Nova flew out of the way, but the ensuing wave sent debris flying and actually caused the ground to tremble. In retaliation, Nova swung the Star Saber sending his own wave of energy, while Ms. Marvel fired a wide beam of photonic energy. Galvatron held his ground, taking stance, he raised his sword. He brought it down on the attack, slicing it in half before he raised his sword, and blocked the ray.

Wasp and Bumblebee were both taking turns attacking Wildbreak while Jazz backed them up, occasionally firing his sonic disruptors. The Decepticon was taking some mild punishment but would get some hits in on Bumblebee and Jazz, since Wasp was far smaller and maneuverable, using his shock driver, shooting the ground to cause it to rise up and essentially create moving hills right towards the Autobots.

One hill crashed right into both Autobots, sending them flying back, but Wasp was able to fly around and get in close as she let loose a barrage of stings right into Wildbreak's face. "Okay, Wildbreak, just so you know, since your working for the guy who killed Nova's mom, I'm not gonna go easy on you at all!" snapped Wasp, her anger showing since the battle first started.

"Oh, well, sorry Miss Wasp, but Galvatron said that me and the others had to help him destroy Nova's life and home. We couldn't really say no, not when he also has a gun pointed at us." apologized Wildbreak, his timid nature somewhat catching Jan off guard.

Wait? If Galvatron was forcing them to do this, then maybe she could...No! She needed to stay focused right now. After the fight, maybe she could talk to the bad guys, get them to turn on Galvatron or something. But it was not going to be easy in the slightest.

Hulk let out a fury induced roar as he threw a punch right at Motormaster, but the leader of the Stunticons easily dodged the attack and retaliated with a brutal uppercut that sent the green giant flying. A sharp stinging sensation raked down his back, causing him to spin around and see Black Panther crouched down low, in his hands were two Vibranium daggers. Scowling in anger, did he really think those little knives could stop him? Seriously, just looking at them made the Decepticon angered.

Raising his left foot in the air, he tried to crush the Wakandan, but the Avenger was faster, easily dodging the attack. Warpath suddenly charged in, axe raised up as the Wrecker let out a battle cry. Motormaster raised his sword, blocking the attack, then flipping the blade around, he nearly caused Warpath to lose his grip on the weapon but did leave him unbalanced. Seeing this, the Stunticon leader suddenly leaped forward, kneeing the Wrecker right in the stomach before performing a hammer elbow, coming down on Warpath's shoulder.

The blow caused him to stumble back even more, but Motormaster wasn't out of the woods yet. Thunder rumbled above and looking up, the Decepticon saw Thor spinning his hammer above his head, the weapon sparking profusely as lightning began to arc towards it. With a loud cry, Thor sent a huge bolt of lightning towards Motormaster, but the Decepticon just smirked as he raised his sword right towards the bolt. Electricity cascaded over his entire body, but he wasn't in any pain.

"A good attempt, Thunderer," he taunted, causing Thor to widen his eyes in surprise, "but I'm King of this planet's roads." With that, Motormaster swung his sword in a wide arc, and from the blade, a small energy slash flew right towards the Prince. Motormaster had the unique ability to manipulate electricity, meaning he could send and absorb lightning at his leisure, meaning, he could create similar waves of energy as the Star Sabers. Nowhere close as powerful but still, they hurt a lot when struck by one.

Thor was zapped right out of the air, a pained shout escaped as he crashed into the ground near his team. How was this machine capable of reflecting Asgardian magic? He didn't really know, nor did he really care to find out how at the moment. This villain shall pay not only for assisting Galvatron nearly destroy Nicholas' home but for this insult!

As the group of heroes were fighting against the lead Stunticon, a duo was putting on an amazing performance of teamwork and trust battling against Slashmark and Heatseeker. Agent 13 was firing her pistols at Heatseeker, the Stunticon using his arms to block the shots. It had been really hard to get a bead on the little squishy, they were just so darn quick! Also, this girl was skilled enough to shoot his missiles out of the air! How was that even possible?! Heatseeker honestly didn't know if he should be incredibly annoyed or impressed given the amount of skill she had, but what he did know was that when Agent what's-her-face teamed up with red, white, and blue boy, they were nearly unstoppable, or at least that was it felt like.

Cap was using his shield to it's maximum potential, blocking the harsh and brutal slashes of Slashmark's energy rings. It was moments like this he was really glad his shield was strong enough to withstand practically anything. Especially when the attacker is a Sentient Alien robot from another planet. Keeping his shield up, Steve was able to block several brutal slashes from the Decepticon, sparks of energy showered from the two weapons connecting. It looked as though it was a stalemate until Slashmark swung his left hand up, causing the ring to knock Cap's shield to fly out of his hand.

"Looks as though time has run out for you, Captain." taunted Slashmark, raising his right ring to bring it down, but suddenly, he was struck in the face by the same shield he knocked away. The force behind the attack caused the Decepticon's head to snap back as he stumbled a foot or two to re-orientate himself. Cap caught the trusty defensive tool and glanced towards the direction it came from. With a wide smile spreading across his face, he saw that the one who threw his shield was, in fact, Agent 13, poised in a stance of release.

"Remind me to thank you afterward." requested Steve as he called out to his girlfriend.

"Ugh, get a slagging room for Primus sake!" huffed Heatseeker, rolling his optics at the two. His minor lapse in attention left him exposed to Ms. Marvel flying in and punching the Decepticon into Dragstrip, sending both Cons sliding across the battlefield.

"WATCH IT!" Snapped Dragstrip as he untangled himself from his brother.

"YOU WATCH IT!" retorted Heatseeker, staggering to his feet.

"Idiots!" hollered Slashmark, watching as his brothers were getting thrashed around. It was embarrassing to see two Decepticons, especially two that are part of a group so dangerous they leveled an entire planetary system get beaten by a mere human! "Allow me to demonstrate how it is done." As soon as he directed his attention back to the fight, Hulk was right on top of him, landing a lariat directly to the Decepticon, sending him skidding across the ground where he came up beside both Dragstrip and Heatseeker.

"Nice demonstration, Slashmark." snarked Dragstrip as he transformed his right hand into a Pathblaster.

"Ah, shut up." snapped the silver, red, and blue Decepticon, pushing himself to his feet.

While the three Decepticons were fighting the many heroes, Galvatron and Nova were locked in a brutal duel.

Both Cybertronians charged right towards each other at blinding speeds, their fists cocked back to land a monstrous blow. When they threw their punches, their fists met each other, creating a massive shockwave that actually rocked the ground and sent debris sliding. Carol had taken a side role, seeing that this fight was incredibly personal for Nova. But despite her instincts telling her to help him, the raw emotions flowing from the Prime said otherwise.

Nick had so much anger, hate, and fury was unleashed on the Deception who murdered his mother. It actually scared her. Nick was almost always so reserved and collected, never acting on anger or violence, though he will raise his voice to drive a point. This...this was not the man she fell for.

"Ms. Marvel!" shouted Iron Man, flying up to the woman, "We need you down here! Nova can take care of himself!"

Carol looked torn between following the Armored Avenger and helping the others and staying to help Nick. Looking back at the Prime for a moment, she could see the raw determination in his optics, even the conviction that flowed from his body.

 _'Carol, this is something that Nick needs to face right now. The Avengers may require your assistance soon.'_ spoke up Primus, using a stern but still compassionate tone. He knew that Galvatron would return, a Decepticon like that would not stay in hiding for long. It was something of nature to the faction, as biased as that may sound. Whenever a Decepticon calls for a ceasefire, it's just to reload their weapons. But the fight between Galvatron and Nova was anything but a mere battle.

The two Cybertronians were mercilessly clashing with each other, both driven to destroy the other. Galvatron swung the Dark Star Saber in a wide arc, forcing his foe to defend against the attack. The power of both weapons erupted violently, creating a radiating dome of energy around the two while also causing a blast of wind to sweep across the battlefield that was once Nick's neighborhood. The Avengers and Stunticons had to steady themselves from the shockwaves that both combatants were producing with their weapons. In all honesty, it was absolutely awesome and terrifying to watch.

After a few seconds, Nova and Galvatron broke off their class, the dome vanished and the wind died down for a moment. Glaring with hate at one another, they resumed their battle, clashing the Dark Star Saber and Star Saber against one another, creating another dome. The ground quaked under the raw power being exerted by Nova and Galvatron. Their movements were almost mirror, blocking and slashing at each other, creating burst of energy each time their weapons collided.

"At last we take our rightful places, Nova," stated Galvatron between their clash of weapons, "As Gods! Wielding the power of the Cosmos." Suddenly the Decepticon shoved the Prime back and shot out his left hand, grabbing Nova by the neck and slamming him into the ground. He tightened his grip around the Prime's neck, causing him to instinctively grab Galvatron's wrist.

"I am just a soldier, Galvatron, and you," gasped Nova through the tightening grip but a spike of determination flashed in his optics, "are a prisoner of your own twisted delusions!" Nova landed a massive uppercut right to his jaw, forcing Galvatron to release his hold on the Prime's neck as he flew backward, landing in a heap on the ground. Grunting in anger, the Decepticon rose to his feet and swung the Dark Star Saber up in a massive swing. From the blade, a titanic wave of energy erupted, freight training right towards Nova.

With only seconds to react, the youngest Prime dodged the attack, letting it speed right by, but watched in horror as several homes were destroyed. When Lockdown first arrived at his home, the area had wisely been evacuated, not that there were a lot of people, to begin with since most homes were spread out widely, leaving large lawns and space between properties. But that still left Nova furious, watching as his home was being destroyed.

Taking the Star Saber in both hands, Nova charged as Galvatron let out a war cry also in a charge. Their blades met in a massive display of power, shaking the ground. Watching the brawl, the Avengers and Stunticons were left in awe at the raw power. But the build-up of power soon became too much and the two were sent flying back when a shockwave erupted between them. Nova skipped across the ground, carving a small trench as Galvatron was able to stabilize himself and remain standing.

Growling in anger, the Decepticon as about to re-engage his rival when his comm. went off,  _"Galvatron, Damocles has been secured. Waiting for your arrival before you can get to the fireworks."_ informed Lockdown, having gone to the SWORD headquarters for the final phase of Galvatron's plan.

"Excellent," stated the Decepticon as he directed his attention to Nitro Zeus, "Nitro Zeus, you and I are leaving. Motormaster, keep the Avengers occupied, by any means."

"Yes, sir." acknowledged the leader of the Stunticons.

"I'm sorry to inform you of this, Nova, but I have pressing matters that require my uninterrupted attention." Nova narrowed his optics dangerously at Galvatron when the sentence left his mouth. Right behind the Decepticon, a blood red portal opened up and at that moment, his rival flew through. NO! He will not escape again!

"You're not getting away, Galvatron!" roared Nova as he shot off after the Decepticon, flying right after the portal, following Nitro Zeus as soon as he passed through.

"Nick wait!" shouted Carol, but her plea came too late as the portal closed right behind them, "We have to go after them!"

Before any of the Avengers could agree, a sudden burst of lightning struck the ground near them. The heroes all turned to the Stunticons, each one sporting a malevolent grin. "You may have given us a run for our money when separated," began Motormaster, sheathing his sword on his back, "but let's see you deal with us when we are working together!"

"STUNTICONS! COMBINE INTO MENASOR!" roared Motormaster, his body glowing bright violet. He then transformed into his vehicle mode. Each Stunticon followed suit and drove right towards each other. In a blinding flash of electricity, a massive form began to tower over them. The arms looked to be created by Wildbreak and Dragstrip in their vehicle modes while the legs were formed by Heatseeker and Slashmark. The main body was created by Motormaster, his head replaced by a larger one with two long horns that looked closely similar to the horns on Loki's helmet. Clutched in his right hand was a massive sword, about twenty-nine feet long and seven feet wide, colored dull gray with a back handle and gunmetal gray hand guard. With a massive height of thirty-six feet and width of nearly thirteen, a being that destroyed an entire planetary system loomed before them.

Menasor.

 **"HOW ABOUT YOU PICK A FIGHT WITH SOMEONE, _NOT,_ YOUR OWN SIZE!" **bellowed Menasor as he leaped forward, the ground fracturing under his immense weight, and swung his sword down right at the heroes.

"Scatter!" shouted Bumblebee as he, Wasp, Jazz, Captain America, and Agent 13 dove away. Hawkeye, Black Panther, Warpath, Crosshairs, and Hulk jumped back to avoid the massive sword while Iron Man, Thor, and Ms. Marvel flew out of the way of Menasor's giant blade that crashed down into the ground, plunging a fair depth in. Spinning around, the combiner took his sword in both hands and swept down low at the first group of heroes, the giant weapon ripped up the ground as the tip dragged through the street.

Wasp, Agent 13, and Bumblebee managed to avoid the swing, but Jazz and Captain America weren't so lucky as the edge of the sword crashed into them. Steve was barely able to get his shield up in time, but the force behind the strike sent him and Jazz flying and crashing into a few trees that grew around the area.

"Steve!" cried out Sharon, watching as the super soldier crumbled to the ground under the attack. That's when a massive shadow drifted over her. Looking back, her eyes widened as Menasor grinned maliciously down at her.

 **"Time to squash the squishy!"** Cackled the combiner as he raised his right foot into the air and prepared to bring it down on the woman. But before he could, several golden bolts began to strike his face, throwing his aim off so that Agent 13 was able to roll out of the way and let Menasor crush the ground beside her.

 **"GAH! STUPID LITTLE BUG!"** snarled the Decepticon as he tried to swipe at Wasp, who was firing all her stings as fast as possible. Aiming for his eyes.

Thanks to her incredibly small size compared to Menasor, Wasp was practically impossible for the Combiner to even think of hitting. And she knew this. Weaving between his fingers and the swipes of his sword. But while this kind of fighting would result in Wasp making a few taunts and such, she was too focused on one thing in particular: helping Nick.

When she saw the teen charge head long into the portal created by Galvatron, she wanted to go and help him as much as Carol did. Nick was family, and family looks out for each other. And right now, if it was just her and Carol, they both could see that there was something very wrong with Nick. But she couldn't let herself get caught up in thought, not when there was a giant alien robot combiner trying to smash her and the other Avengers.

So far, the heroes had been holding their own surprisingly well against Menasor, Hulk landing a few blows to the chest whenever he was exposed. Thor and Warpath both used their mystical weapons to attack him from behind. The lightning and fire caused the Decepticon to flinch but he was far from going down. Flying in close, Ms. Marvel unleashed a wide ray of energy at Menasor's head, Wasp wisely pulling back when she saw the blonde fly up.

The bolt struck the giant right in the forehead, exploding on impact, and causing Menasor to roar out in surprise rather than pain. Several blue energy blasts shot him in the shoulders, Iron Man flying overhead, using his Repulsors at their max. But it seemed the Decepticon's armor was far stronger than anyone previously thought because no sooner after the deadly barrage from the heroes, Menasror was back on his feet, angrier than ever.

 **"GRRR! THAT'S IT!"** snarled the brute, taking his sword in both hands, he raised it high into the air and brought down as hard as he could. The blade impacted against the ground, causing a shockwave of Earth to fly into the air. Hulk, Crosshairs, Warpath, Hawkeye, and Black Panther were caught in the shockwave. Agent 13 was able to find cover while Iron Man, Thor, Wasp, Bumblebee, and Ms. Marvel had their own means of escape.

"Carol!" shouted Bumblebee, getting the blonde's attention, "you and Wasp aim for the head to draw Menasor's attention! Iron Man, Agent 13, and I got the legs!"

"Right!" responded the heroine, flying beside Wasp as the two women flew right up to the combiner's face. Carol pulled her right fist back before landing a brutal uppercut that rattled the Decepticon's head. While still dazed, Wasp go in closer, putting as much power as she could into her stings before shooting him in the optics.

Menasor let out an annoyed growl as he tried to grab Wasp, but he was too slow and thanks to his lunge, left him open to another strike from Carol, punching him directly in the jaw. Iron Man fired several rockets at his knees, the warheads exploding on impact and resulted in the combiner's legs buckling underneath his weight. This was not how he imagined this fight going. He was Menasor! He destroyed an entire planetary system and here he is, getting beaten up by a bunch of squishies?! The gloves coming off now!

Getting back up, Menasor flipped his sword around before thrusting it right into the air. The sky above began to rumble as thunder rolled in and from the clouds, a huge bolt of lightning struck the tip of the sword. The Avengers watched as electricity crackled down the length of the sword and across Menasor's body. Swinging his sword out, he sent a wide wave of lightning at the heroes.

Seeing the attack coming, Carol put herself right in front of the incoming blast, much to the others shock and fear for her safety. But Carol, she knew exactly what she was doing as the wave of lightning struck her body and the feeling of energy washed over her body. Nick's words echoed in her head as the power flowed across her form, lighting up in a brilliant golden glow. The same amazing feeling cascaded throughout her, lighting up even brighter than the sun.

"My turn." declared Carol with more conviction than previously heard. Raising her fists, she blasted a huge ray of energy right at Menasor.

The attack had enough power, thanks to the power from the combiner, to completely knock the Decepticon right off his feet. Sailing through the air for about ten seconds, he crashed back down to Earth with a thunderous clang, digging a small trench in the process thanks to his size and bulk. When Menasor came to a stop, his body glowed bright violet for a second and suddenly, the five Stunticons separated into their own bodies.

Taking deep breaths, Carol felt a sudden wave of exhaustion wash over her. The effort she put into absorbing that much energy from the Decepticon, then sending it right back at him had really taken its toll on her body. So with no more energy left in her to stay flying, Ms. Marvel slowly but rapidly floated to the ground, stumbling slightly when her boots came into contact.

"You okay, Carol?" asked Wasp as she flew right up to the blonde heroine.

"Y-yeah, just a little tired," answered Ms. Marvel, rubbing her forehead to relieve some ache, "but we need to find Nick."

Just as Carol said that a blinding light erupted from above. Shielding her eyes with her right hand, the blonde heroine looked up to see the SHIELD helicarrier hovering overhead. The other Avengers had regrouped with the two women and were also doing the same since the light was so bright.

 _"Avengers,"_ boomed the voice of Phil Coulson from the Helicarrier's powerful microphones over the roar of the four engines keeping the vessel aloft,  _"we may have an answer to what Galvatron is up to."_

That was the first good news any one of them had heard thus far, but despite the feeling of relief, Carol suddenly felt a pang of worry as a burst of emotions from Nova washed over her. Mainly, surprise, anger, confusion, and a few others. But as quickly as they appeared, they slowly began to vanish.

Looking up at the sky behind the helicarrier, one feeling was filling Ms. Marvel's entire being.

Worry.

* * *

 

**_SHIELD Helicarrier_ **

"What's this about you knowing where Nick is?" demanded Iron Man as he and the other Avengers gathered in the main command center. Ms. Marvel was off to the side, looking out through the viewing window, a concerned a worried expression on her face. In her mind, she was extremely worried about Nick, and it was partially showing as Jessica, Jan, and Jazz had gone over to make sure their friend was okay.

Standing around a conference table located in the bridge, having been installed and the bridge of the helicarrier renovated since Ultron's attack. The heroes sat at the table as did the SHIELD agents that were apart of the emergency meeting.

"Thanks to Soundwave, we've been learning more and more about Groundbridge technology," informed Agent Simmons, who was present in the bridge alongside Fitz, Maria, Coulson, Skye, and Soundwave. All of them had some form of grim expression, "Based on the power anomalies and the trajectory of the portal Galvatron used to escape through. We estimate that he has not gone far."

"Estimations aren't going to really help us," interjected Bumblebee, knowing that hard facts are what they really need, "What can you tell us for certain?"

"The Plasma Energy Core, as Soundwave identified," spoke up Coulson as he pressed a few buttons on the table and a hologram appeared in the center. The hologram took the form of the Plasma Core, "has enough power to keep an entire planet's power grid running smoothly for a solid century. That much power can also be used for less than civil means."

"So the discount Megatron is looking to weaponize the Core," drawled Crosshairs as he kicked his legs up on the table, "wonderful."

"Even so, Galvatron would need a means of focusing that power," added Black Panther, putting the pieces together on his own, "and Earth does not possess a device capable of handling that much energy."

"But Kang does." realized Iron Man, a horrible realization washed over his face, "so, when Galvatron left, he was heading to-"

"Damocles Base," confirmed Maria Hill grimly, "We've lost all contact with the personnel stationed there. And considering the ship is capable of firing a laser powerful enough to potentially level all of Manhattan, we're willing to bet it could handle the Core."

"Then what the scrap are we standing around here for?!" bellowed Warpath as he shot to his feet, "Let's get to that boat and take Galvatron down!"

"Finally, something to do." grinned Hulk savagely, it had been a while since he smashed something and his fists were getting itchy. But before any of them could go, Soundwave's visor began to flash.

"Soundwave?" asked Jessica, turning her attention away from Carol to her boyfriend. The Spymaster's entire frame went rigid as he pressed a few keys on the table and a new hologram appeared. It was a news feed, but on it caused the women (excluding Maria) to pale and the men to narrow their eyes at the projection. On the screen was Galvatron. A sadistic smirk on his faceplate.

 _"Greetings humanity, I am Galvatron. And I have one goal: defeat my rival by any means."_  The Decepticon stood to the side and revealed the Prime in a weakened state, his chest armor had a horrible rent in the chest. Energon seeped through the wound as two large Decepticons held him down.

* * *

 

**_Damocles Base_ **

**_*Ten Minutes Earlier*_ **

This may have been a poor idea, but he couldn't let Galvatron slip through his fingers! Not when so much is at stake! So here it was that Nova was shaking off some dizziness, having been slightly unprepared for jumping through the Decepticon's Groundbridge. But unprepared or not, he will stop Galvatron before anyone else can get hurt.

Pushing himself up, Nova tucked his legs underneath his body and stood up straight, noticing the immediate change in the texture of the ground. Rubbing his optics, he cleared any blurriness from his eyes and immediately recognized the area around him. From the dull grey and white walls of the airlock in which he stood, the Prime recognized the interior of Damocles base.

"What are you doing, Galvatron?" muttered Nova to himself as he set out into the halls, tracking down his longtime rival if the Decepticon could be called that.

As the Prime made his way through the ship, he suddenly stopped when he noticed one major issue: where we the SWORD or Autobots stationed onboard?

"Teletran, contact Ultra Magnus," ordered Nova as he picked up the peace entering a slight jog as he made his way through the ship. In a matter of seconds, the Prime had a connected with the commander of SWORD, "Ultra Magnus this is Nova Prime, come in."

 _"I read you, sir,"_ responded the first lieutenant of the Elite Guard, but from what Nova could hear, he was in the middle of some sort of battle.

"Ultra Magnus what is happening aboard Damocles?" demand the Prime as he broke into a sprint, hearing the sounds of a fight.

 _"Galvatron's forces have taken control of the ship, many of the agents have been taken prisoner and many more lost. I've ordered an evacuation, but Lockdown's forces are making it difficult."_ there was a brief moment of silence when Magnus let out a sharp cry.

"Ultra Magnus?!" shouted Nova as he ran faster.

 _"Still here, sir."_ reassured the Autobot through the comm.

"Where is Galvatron now?"

_"In the bridge."_

"Thank you, I'm heading there now." said Nova as he turned a corner and immediately raised his arms to shield his face as he plowed right towards a squad of Decepticon Vehicons. The six soldiers were holding up in the hallway, acting as a defense against either the SWORD agents or perhaps him.

Energon bolts pelted against Nova's armor, but he weathered the shots in stride. A quick charge later and Nova was close enough to take out the Vehicons. His right fist shot out, striking the closest Vehicon directly in the chest, smashing him into the wall. Spinning around Nova, grabbed the blaster arm of one of the soldiers and threw him into three of the Vehicons, leaving only one remaining.

In an act of desperation, the Vehicon tried to smash the barrel of his blaster arm into Nova's dome, but the Prime blocked it and slugged the Decepticon right in the stomach as a counter. The Cybertronian crumbled to the ground, in stasis as Nova sprinted off down another hallway.

 _"I will send a team to back you up, sir."_ offered Ultra Magnus, but Nova shook his head.

"There's no time!" retorted the Prime as he continued down the hallway, getting closer and closer to the bridge.

 _"Sir, you need-AAGGGHHH!"_ the commander was suddenly cut off by some force, and the comm. was ended.

"Ultra Magnus? Ultra Magnus?!" cried out Nova his hand flew up to his comm., only static returned through his audio receptor. An angered huff escaped the Prime as he turned his attention to one specific hallway.

"I'm coming for you, Galvatron." swore Nova as he made his way right towards the main command center.

Before him, a set of sliding doors remained shut, the hallways eerily quiet as the Prime's instincts were warning him this was a trap. But he couldn't let Galvatron slip through his fingers, not after what happened the first time. No, this time, he will finish this farce before it gets any more out of hand. Approaching the door,

Approaching the door, Nova dug his fingers into the small seam between them, he was going to force the doors open with brute strength. Despite having his Decepticon Hunter, Twin Katanas, Blasters, Gatling Gun, and Star Saber, he was not thinking that clearly, and the Primes and Primus could tell. But even their best efforts to get the young Prime's attention were in vain, being driven by a sense of responsibility, guilt, and anger, Nova Prime essentially tuned out the entire world around him.

And it would cost him.

After wedging his fingers between the doors, Nova began trying to force the doors open, grunting in determination as he managed to get small sliver open, but the magnetic looks snapped it shut. With an angered huff, Nova used his strength and forced the door open all the way. What was on the other side, was a very nasty surprise.

"Hello there." greeted Lockdown as he stood in the doorway, an old EMP shotgun pointed right at the Prime's chest. Time seemed to slow down for Nova as the energy slug erupted from the barrel of the weapon, following the bright flash of the muzzle. A horrendous pain erupted in the center of his chest and the young hero felt his armor crack under the force of the shot.

The Prime cried out in agony as his armor was ripped open, white Energon splattered across the chest armor and ground as Nova hit the floor hard. Hand instinctively went to his chest to stop the bleeding, his audio receptors ringing as he tried to sit up after being knocked down.

"L-Lock-d-down." hissed Nova through his battle mask as he tried to get up.

"I wouldn't do that if I were you." suggested the bounty hunter as two lumbering masses flanked him. From their broad shoulders, sharp serrated blades attached to their arms, and the overall imposing stance, two Leapers emerged. They were even taller than Nova, about two feet to be precise.

The closest one raised both his blades into the arm and smashed them down into Nova's back, crushing Nova into the floor. But the Prime wasn't down yet as he tried to get back up. The second Leaper came up from the right and kicked his arm out from him, causing the hero to fall back to the floor. The two heavy combat soldiers flanked Prime on his left and right and grabbed his arms, holding him down as Lockdown approached.

"Goodnight, kid." taunted the bounty hunter and suddenly, he smashed his heel directly into Nova's forehead. The world suddenly turned fuzzy then black.

 _"Prime, Sir, come in."_  spoke Ultra Magnus into the Prime's comm. but his request fell on deaf ears.

_*Five Minutes Later*_

_"If you can hear me, sir, you must act soon. The Decepticons have taken control of the base's generator and have linked a device to it."_ Ultra Magnus had been trying to get a response from the Prime for the last few minutes when he heard the gunshot and Nova cry out in pain. But he was in no position to respond, being dragged into the bridge by the two Leapers.

"We enjoy our little nap, Prime?" taunted the leaper holding his right arm. The other laughed mockingly as he leered down at the supposed, 'leader' of the Autobots. This kid ain't no Optimus.

Lifting his head as much as he could, Nova could see his surrounding but wished he didn't. Around the control room, several mercenaries under Lockdown's command were all cheering and mocking the prisoner being brought in. Galvatron stood at the center of the room, back to the approaching Decepticons and their prisoner. Resting on his back was the Dark Star Saber, glowing malevolently as the Blood of Unicron

To the right were two SWORD agents; an Autobot, and a human. The Autobot had a jeep like-frame, painted blue and red with some tan accents. His legs would likely make up the front of his vehicle mode, his arms would likely make up the end while his chest was slightly irregular in dimensions. A large Autobot symbol was branded on his chest. Two cannons rest on his shoulders, the right being larger than the left while a large floodlight rose up from his back. He looked to be about seven feet tall, maybe eight, but right now, his damaged and shackled body bore testament to what may have transpired in the ship.

The human was, in other terms, looking extremely beat up, a few cuts went across his face, blood seeped from some of those wounds, but was being to coagulate as dried blood stained his suit. He had brown hair, amber brown eyes and a somewhat muscular body since the suits worn by both SHIELD and SWORD were basically skintight.

The two were kneeling just to the left of the platform Nova was brought to. "Galvatron, look who I found lurking about the ship." addressed Lockdown as he stopped just six feet away from his employer.

Turning around, the Decepticon adopted a total sinister grin as he saw the Prime, "Nova Prime, how nice of you to join us. I thought you had been left behind on Earth."

"Galvatron." snarled Nova as he was slammed down to the floor by the Leapers.

"Jobs almost done, hope you have the money to pay for something this big." interjected Lockdown as he folded his arms and stepped aside to allow the silver and black Decepticon to stalk towards his rival.

"Do not worry, you shall receive your reward in due time, but first, I want to speak with my 'guest.'" drawled Galvatron as he directed his attention towards the Autobot leader, "AND, I think it would be prudent that the masses should be informed of what transpires here. Wouldn't you agree, Sixshot?"

"I would." said a voice behind the Autobot. Lifting his head up, he could just see a tan brown, red, and orange Decepticon standing at one of the consoles in the room. His right arm looked more like a claw with two blasters attached to it while his left was an enormous cannon. On his back and behind his shins were tank treads, suggesting his vehicle mode was a tank. Two fins sprouted from the sides of his helm, similar to the horns on Shockwave. Turning around, the similarities did not stop as in the middle of his black faceplate was a single glowing maroon eye.

"Excellent. Patch us into the planet's broadcast system. Every frequency and station you can secure." ordered Galvatron.

With a nod, Sixshot got right to work. Pressing several keys at a time, though his work was a bit slow due to lack of proper appendages. However, in about a minute, the specialist gave his boss the nod and Galvatron began his address.

"Greetings humanity, I am Galvatron. And I have one goal: defeat my rival by any means." addressed Galvatron to the camera that was broadcasting the message.

"Is this what it's all about, Galvatron?" demanded Nova as he tried to stand up, but one of the Leapers smashed his elbow into the center of his back, forcing Nova back to his knees, "petty revenge?"

" _This_ is about the Decepticons achieving the glory they so rightfully deserved, Prime. This about finishing this fight properly." he monologued, turning around and began pacing to Nova's right towards a Vehicon. Following the Decepticon, his gaze fell on the Vehicon, specifically what was in his possession.

Clutched in the claws of the Vehicon was both of Nova's rifles, his katanas were laying on the floor beside his gatler, but most of all, resting in the clutches of another Vehicon was the Star Saber. Galvatron approached the first Vehicon taking one of his rifles in hand to inspect the weapon. However, despite fiddling with the weapon, Nova felt a terrible feeling of dread well in his spark.

"Fighting?! This is all you seek?! Megatron ended the war! Starscream saw it, the members of Team Prime saw it, the war is over! There is no need to continue this bloodshed!" snapped Prime as he shifted his footing slightly so one leg was tucked underneath him as he kneeled now on one knee.

"NO!" barked Galvatron as he spun around to glare at the Prime, "Megatron was weak! He should have kept fighting to the bitter end! But now he is in exile and the Decepticons are treated as criminals! No more, I will establish a world for the Decepticons, but when I learned that Primus had a son that would rise and become a Prime, I knew I had to take action! It was your father who labeled you as a threat, a threat that I could not allow existing! And when you joined your father, that is what sealed your fate and the fate of this world!" Whipping his hands out in a wide stretch, Galvatron gestured to everything.

"This is what you choose, Prime when you challenged me! All of  _this_  is  _your_ doing!" Suddenly, to Nova's horror, Galvatron directed his attention to the human prisoner Lockdown's men had taken prisoner. A sadistic but infuriated expression on his faceplate came to be as he took aim right at the prisoner, using Nova's own rifle and fired.

The human didn't stand a chance, his chest exploded in a spray of blood, flesh, and debris of his uniform. Nova and the Autobot watched in horror as Galvatron just executed the prisoner.

"KICKER!" screamed the Autobot as he saw his friend die right before him.

"GALVATRON, STOP!" begged Nova as he tried to stop the Decepticon, but the two Leapers grabbed a hold of the Prime's arms and restrained him.

"I'll stop when you and every single Autobot and heron on this rock are dead!" snarled the mad Cybertronian as he took aim at the Autobot and shot him right in the head. The helm exploded, Energon splattered everywhere as the body slumped forward and more life-giving fluid began to pool at the stump.

Nova was shocked and completely and utterly distraught. How could he do this?! How could Galvatron execute prisoners?! Why?! What was there to gain from this bloodshed?!

Nothing.

Nothing was going to be gained with more innocent people dying.

Neither he or Galvatron would see peace if the other was still alive.

"NOOOOOO!" roared Nova as the power of the Matrix spiked drastically. A brilliant white light erupted from his chest, glowing brighter and brighter until the Decepticon nearby had to shield their optics. Suddenly, without warning or alert, a massive pulse erupted from Nova, sending the two Leapers flying from him, knocking over Lockdown and the Vehicons holding his weapons. Galvatron remained standing but was blown back a few feet.

He had not anticipated this.

"A brilliant display of will, Nova. But ultimately futile in the end." sneered Galvatron as he approached the downed Prime.

Nova narrowed his optics into deadly slits. His battle mask snapped shut with a clang as he focused all his attention on the Decepticon. From what he could see, there was only one way to finish this fight.

"After watching your actions today and comparing them to those of the day you murdered my mother, I finally see the truth of your words, Galvatron." stated Nova as he kneeled just before the mad Cybertronian.

"And what might that be, Nova?" drawled Galvatron as he reached for the handle of the Dark Star Saber. Bringing it out, the Decepticon tried to bring it down, but to his shock and the surprise of those watching the feed, the onboard cameras were still broadcasting the fight, Nova caught Galvatron's wrist. Stopping the attack with his left hand.

"This universe, no matter how vast and infinite, will never, ever, be big enough for you and I to coexist." snarled the Prime as rose to his feet and pulled back his right fist. Then with a brutal strike, he uppercut Galvatron right underneath the chin, sending the Decepticon flying. The punch had enough force to smash through the glass pane that led to the outer hull of Damocles.

Tumbling through space, only being brought back down thanks to artificial gravity, Galvatron land with a harsh thud, skidding across the hull. Shaking his helm, he tried to get rid of some dizziness. He had taken some hard hits from the Prime, but none of his previous attacks dealt this kind of result.

Finally clearing his optics, Galvatron rolled to the right just in time to dodge Nova who flew through the broken window before the shield could engage and stop the escape of air, and bring down the Star Saber. The blade dug deep into the metal hull, but the glowing blade hummed with energy as a wave washed down the length of the base. Plating was torn up, but the ship remained intact.

"Sixshot!" roared Galvatron into his comm. as he got up, ready to engage the Prime, "begin final preparations!"

 _"Yessir!"_ cried out the Decepticon as he scrambled to get his boss's agenda finished.

"Now then, Prime," sneered the villain to the hero, raising his in a challenging stance, "let's finish this. Once and for all!"

"Then let's do this!" retorted Nova as he readied his own sword.

With that, the two warriors charged right at each other.

* * *

 

**_SHIELD Helicarrier_ **

The entire bridge was almost completely silent as they were watching Nova Prime and Galvatron began what most certainly would be their last fight. And if some of the heroes were being honest, they were incredibly worried that Nick may actually do it. That he may actually kill Galvatron.

But none of them were more worried than Carol as she stared at the screen with every bit of her being concerned for Nick. She could feel every single one of his emotions. The anger for being helpless in stopping Galvatron from killing those two SWORD agents, despair that he caused the suffering of so many people, and conviction for putting a stop to the violence.

"Do you think he will do it?" asked Wasp suddenly, causing everyone to look at the brunette heroine.

The usually bubbly woman with a smile brighter than the sun was unusually quiet and, if it was the lighting or not, somewhat pale. It was a sad sight to see the once so cheerful person so worried and distraught at watching Nova, Nick, whatever, fight against the person who killed his mother and destroyed his life on Earth.

"I'm not sure." replied Bumblebee in a quiet voice as he sat down beside her and took her hand in his to comfort her.

"Only time can tell." added Cap somberly as he watched the young man fight harder than previously before.

Carol was completely motionless, all her attention on Nick, she tried to somehow reach out to him, but she couldn't. He was just too angry to listen. His mother had been a huge part of his life since Primus was never there for him. The only thing she could really do is just pray that Nick makes it back okay.

 _'Carol, this fight has been long coming.'_ informed Onyx sadly within Carol's mind. A small part of him wishing he could be there to somehow help.

 _'It's not the fight I'm worried about,'_ replied Carol as her hand drifted unconsciously to the necklace Nick had given her just six hours ago,  _'it's how Nick will be after this is done.'_

So silently, the Avengers, SHIELD agents, and the rest of the world watched as two aliens were fighting it out to determine the fate of the world.

* * *

 

**_Damocles Base, Outer Hull_ **

If the battle between Megatronus and Nova was epic, the grudge match between Galvatron and the Prime made that fight look like just a friendly spar.

Both Cybertronians were trading devastating blows, Galvatron swung the Dark Star Saber in a wide slash that sent a wave of energy right across the stern of the flagship that once belonged to Kang the Conqueror. Seeing the wave coming, Nova swung his Saber right up, cleaving the attack in two before flying right towards Galvatron. The two swung their swords right at each other, a massive outflux of energy surrounded them, but it was the physical battle that was taking its toll.

Letting out an angered bellow, Nova shoved Galvatron back as hard as the Prime could, taking his sword in his left hand and punching the Decepticon right across the face. Taking his back in two hands, Nova swung up as hard as he could, managing to knock the Dark Star Saber right out of Galvatron's hand before landing another brutal left hook to the Decepticon. Not letting up, Nova rammed his shoulder right into his stomach and proceeded to slam Galvatron into the ground.

Letting go of his sword for a moment, Nova began to punch Galvatron as hard as he could in his sides, landing three blows before finishing with a left across directly across the faceplate. Roughly grabbing the Decepticon by his chest armor, Nova smashed him into the side of the ship before tossing him away as hard as he could. Consequently, Galvatron landed just by the Dark Star Saber that had been knocked out of his grasp earlier.

Seeing the sword closeby, he grabbed the handle and rose to his feet just as Nova took hold of the Star Saber.

"Not bad for a lifeguard, but perhaps you should've spent more time training to take lives." sneered Galvatron as he charged right towards Nova, the two Sabers clashing against each other once more.

"And perhaps  _you_  should've spent more time trying to save lives." retorted Nova as he suddenly broke off their power struggle and kicked Galvatron right in the stomach, sending the Decepticon skidding back. Growling in anger, Galvatron suddenly smirked as he raised his hand and fired a large bolt of lightning from the center of his palm.

Nova's optics widened in shock but he quickly recovered from his stupor and blocked the bolt with the Star Saber. Two more bolts of energy were shot at him, both were deflected, but not without consequence. Turning his attention back to Galvatron, he noticed the Decepticon had vanished somewhere but the Prime didn't have to look for him for too long as a sharp raking pain erupted across Nova's back. The impact was Galvatron using the lightning to distract him so he could circle around and surprise attack, Nova.

"You call yourself a Prime? You were a child living with a single mother who could barely make an income when I found you! You will be dust when I'm through with you!" bellowed the self-appointed new leader of the Decepticons.

"You going to talk; or fight, Galvatron?" demanded Nova as he tucked his legs in and perform a spring jump kick, smashing right into Galvatron. The blow had enough force to knock him onto his back, but quickly rolling with the momentum, Galvatron was back on his feet and jumped right at Nova. Dark Star Saber raised high above his head, he brought down savagely against Nova, This time, he was the one pushing back, overpowering Nova.

With a mighty shove, Galvatron shoved Nova back, raising his left fist and punching Nova across the faceplate this time around. Raising his Saber, he brought down in a diagonal slash right towards the Prime. The attack came to fast for Nova to properly defend appropriately and the impact caused him to lose his grip on the Star Saber. Seeing his opponent staggered, Galvatron landed a forward hook kick right to the Prime's abdomen, sending him back even further.

Plunging the Dark Star Saber into the hull of Damocles Base, Galvatron lunged forward taking hold of Nova and used a wrestling move called the spear and smashed him into the ground. Without missing a beat, the Decepticon pinned Nova's shoulder to the ground as he pulled his right fist back and smashed into directly into the Prime's dome. Sparks flew as the fist connected with his helm.

* * *

 

**_SHIELD Helicarrier_ **

"Come on, Nick!" cried out Jan as she and the others watched as their main source of courage, bravery, and inspiration was getting beaten into the hull of the Damocles.

"Jan, you know he can't actually hear you, right?" asked Warpath glancing at the heroine raising an eyebrow, though he widened his optics slightly when he saw the glare coming from Bumblebee.

"Whether Nicholas is capable of hearing us or not is irrelevant," interjected Black Panther as he spoke up for the first time since the Avengers and Autobots came aboard the Helicarrier, "what is is how we are going to help Nova Prime in his current dilemma."

"I don't think we can right now," said Skye as she kept her vision fixed on the hologram of her friend getting beaten into a pulp.

Several Avengers all glared hatefully at Galvatron as he began cackling while continuously beating Nova's head in. Blow after blow was being dealt and the Decepticon was enjoying every second of it.

 _"HA! You're as soft as the weaklings you fight for!"_ taunted Galvatron as he continued to punch Nova.

When he went in from another punch, Prime made his move, parrying the attack and grabbing a hold of Galvatron's chest plate. With a quick pull, Nova slammed his forehead directly into his enemy's, clearly staggering the Decepticon and actually knocking him off of the Prime's chest. Stumbling back, Galvatron rested his hands on the hull to steady himself as Nova rose to his feet.

 _"On the contrary; my friends and the woman I love are the sources of my strength."_ retorted Prime as he grabbed a hold of the Star Saber just as Galvatron got a hold of the Dark Star Saber.

"That's it, Nick." encouraged Carol quietly as she tightened her grip on the necklace that hung around her neck.

The two Cybertronians restarted their dance of death, Galvatron making the first attack, swinging the Dark Star Saber in a wide slash, creating a wave of energy. The speeding wall of violet power was met by an equally massive wave of pure blue energy from Nova's Star Saber. The two waves collided with one another, creating a massive eruption of power. The energy being exuded was actually causing the cameras aboard Damocles to break down slightly but miraculously remain active.

Through the smoke, Nova leaped right towards Galvatron, but the Decepticon anticipated the attack and used the same sword lock when he pummeled the Prime into the floor. Slowly but surely, he began to overpower Nova. A twisted formed on the Decepticon's face. He was going to win this round. Pulling his helm back, he smashed his forehead into the Prime's, staggering him so that Galvatron could slug Nova right across the face with his left hand then raise the Dark Star Saber and bring it down on the Prime.

However, what happened next caused Carol, Jan, Skye, and Jessica to gasp in shock as the other Avengers and SHIELD agents adopted looks of shock.

Reacting fast enough, Nova deflected the Saber to his right, left hand lashed out to grab the handle of the sword. Spinning around, he ripped the antithesis to the Star Saber from Galvatron's grip, slinging the Decepticon forward as a result of the maneuver. Still following the motion, Nova impaled the Dark Star Saber right through Galvatron's abdomen.

An agonized scream erupted from the Decepticon as the serrated spikes going down the blade tore up several of his internal systems. A flood of sparks and Energon came from the impaling. It looked as though Nick had finally finished this. And a few Avengers weren't sure if they should be glad or worried.

Carol was among the most worried, if not the most worried. She had felt his emotions right before the attack, the steeled emotions, the cold resolve to finish this fight. It was foreign, all of it. Not something the Nick she knew would ever do willingly. But here it was, Nova Prime holding the Dark Staber right in Galvatron's abdomen, a fatal blow.

Or so it would seem.

Without any warning, Galvatron grabbed a hold of Nova left arm, the one holding the Dark Star Saber, and pulled him close. The Avenger's jaws practically dropped as they saw the Decepticon continue to fight, even with a giant spike sword rammed right through his stomach.

"What does it take to kill this guy?!" Warpath practically shouted as he watched the villain punch Nova across the helm, sending a shower of sparks before backfisting him. The move was mainly to parry the Star Saber Nova tried to raise and add another blow to the growing number of strikes. Blow after blow from Galvatron was connected to Nova's faceplate, rounding up to nearly six straight lefts and five vicious backfists. After one more blow, the silver tyrant grabbed Prime by his shoulder and began to knee him in the stomach.

Each strike made Nova grunt in pain, the injuries he had received were beginning to take their toll. But if he thought that was the end of Galvatron's merciless assault, he was dead wrong. Pointing an open hand right at Nova's chest, Galvatron shot a bolt of energy, point blank, into the Prime's chest. Nova cried out in pain as he tumbled across the hull of the ship. Looking up, he saw Galvatron still standing, chest sparking and leaking Energon profusely but the defiant look was on the Decepticon's face as he grabbed the Dark Star Saber and rip it out from his stomach.

Jan covered her mouth to try and stop a gasp as she heard the primal war cry come from Galvatron.

Just how powerful was he?

* * *

 

**_Damocles Base, Outer Hull_ **

"WHY WON'T YOU DIE?!" Bellowed Galvatron as he steadied himself, having just ripped out his own sword from his stomach.

How dare this Prime use his own weapon against him?! Does he not know he and all he knows will burn?!

"It'll take more than what you've got Galvatron." retorted Nova as he stood up, using the Star Saber as a support while he raised himself.

With an infuriated huff, Galvatron charged right towards Nova, foregoing subtly for brute strength and unquelled fury. He was going to destroy this Prime! He was going to finish what should have been done three years prior! And nothing will stop him this time!

In his blind rage, Galvatron made a terrible error in judgment; charging right towards Nova allowed the Prime to lock swords with him once again, but unlike the previous sword locks, he had the advantage this time. He was never really good or strong at overhead blocking, which is how Galvatron was able to overpower him. But now with a forward attack, Nova had the advantage as he began pushing the Decepticon back.

With a particularly hard shove, Nova put enough space between him and Galvatron so that he may slug him directly across the faceplate. Pulling his sword back, Nova landed a horizontal slash across Galvatron's chest plate. A long cut formed, but the new ruler of the Decepticons was quick to retaliate with a left cross to Nova's face. Stumbling back, Nova couldn't raise his sword fast enough to block the downward slash that would have connected if he had not struck Galvatron with a left uppercut.

The blow had enough strength behind it to knock the Decepticon down onto his stomach. Stomping towards the downed Decepticon, Nova stepped onto Galvatron's right shoulder, pinning him in place. Flipping the Star Saber around so that he may hold it in a backhanded form, the Prime raised it up high and plunged it directly into his right arm. With the makeshift spike pinning Galvatron's right and the Dark Star Saber in place, Nova grabbed him by the back of his helm and his left arm and began to brutally smash Galvatron's head into the side of the ship.

The pleas of the other Primes fell on deaf ears.

The plea of his father, Primus went unnoticed.

But most of all, the subconscious request from Carol Danvers to stop, transferred through their bond, went on disregarded. Nova was too focused on making Galvatron pay. Ignoring everything around him, including the fact that he was being watched by the cameras inside the ship. All of them still capturing the harsh justice Nova was dispensing for the entire world to see.

After a few more slams, Nova smashed Galvatron's face into the ship's hull holding him n place as he reached for the Star Saber impaled through the Decepticon's arm. Ripping it out, the Prime high above, the tip and blade of the saber stained with Energon, poised to impale his most hated enemy through the back.

"THIS. ENDS. NOW!" roared Nova as he was about to bring the sword down, but it seemed fate wanted this fate to go on a little longer as Galvatron was able to get his elbows underneath himself and swing his out and back so that it would impact right into Nova's head, sending the Prime flying as a result of the force.

"THIS ENDS WHEN I SAY IT ENDS!" bellowed the would-be conqueror as he rose to his feet. Both Nova and Galvatron were panting in absolute exhaustion.

Nova's entire chest plate was more of a mangled hood as the Hyper Mode's armor was ripped apart but still hanging in there. One of the wings attached to his helm had been broken off, leaving the Prime with a one-winged helm. The battle mask was fractured in several places but was miraculously holding together, despite being struck so many times. Nova's limbs had dozens of slashes, breaks in the armored plating, punctures in Energon lines were letting out white Energon. Being the son of Primus means that his blood is a variant of Energon. Like how Unicron's blood can resurrect the dead and give control of anything infected with it to the Chaos Bringer, Primus' blood can essentially cure any disease, remove the corruption created by Unicron, and unlike bringing back creatures as mindless zombies, this Light Energon will completely restore the being back to their old self. Since Nova is not technically Primus, the ability to bring back the dead is beyond his control, but he can cure any disease with it and restore anyone corrupted. But that is a story for another time.

Standing directly across from Nova, Galvatron panted in exhaustion, just like the Prime was. He had multiple slashes crisscrossing his body, several dents in his armor and numerous breaches that allowed Energon to seep out. The most noticeable wound was the stab right in the center of his stomach, courtesy of Nova using the Dark Star Saber against him. Energon had begun to coagulate, steeming the bleeding. The second worst wound was the stab wound through his forearm, also in thanks to Nova. The hull of Damocles base was in shambles, plating was torn up by energy waves, dents the dotted the mass contributed by Nova or Galvatron being slammed into it by one or the other. But the fight would continue, despite neither of them could really keep this going.

But not exhaustion or probably even death would stop them.

So with a battle cry, Nova and Galvatron charged once more, their sabers clashing in a dazzling display of raw power and elegance of the sword battle of the Cybertronians. Metal pounded against metal, the spray of sparks, the cries of two aliens driven to kill each other. It was a battle where only one would stand and one would fall. And fall, one would.

After ducking under a horizontal slash from Galvatron, Nova performed a single-handed upward vertical slash. The blade of the Star Saber caught Galvatron right in his face, knocking him off his feet and onto his back with a resounding clang. The Dark Star Saber was sent tumbling through the air before embedding itself ten feet away from where its wielder hit the floor.

Groaning, the mighty Galvatron sat up only to see Nova Prime standing right above him, Saber held in a backhanded form. A murderous and enraged look on his faceplate. Unknown to the Prime, the new Decepticon leader's comm. activated.

 _"Galvatron, Sir!"_ cried out Sixshot into the mic,  _"the Plasma Energy Core has been fully linked to the weapon! Awaiting your orders."_

With a dark chuckle, Galvatron just looked onto the Prime standing above him.

"What are you waiting for Prime?" demanded the Decepticon, seeing the flash of hesitation in his optics, "Aren't you going to kill? Aren't you going to Avenge your fallen mother and the lives I've taken? After all, it is your duty as a Prime to bring justice."

The conflicted look that had formed when he raised his weapon spread across Nova's faceplate.

* * *

 

**_SHIELD Helicarrier_ **

"Nick, don't do it. You're better than him." Carol quietly pleaded as she watched Nova stand above Galvatron, Star Saber shook slightly in his grip.

The Avengers and a few SHIELD agents were actually holding their breath. Just waiting to see if the Prime would actually go through with this. Jan was squeezing Bumblebee's hand pretty tightly, silently begging Nick not to do this. Sure, Galvatron had done a lot of bad things, but if Nick killed him... that wouldn't really make him any better than the Decepticon. Taking out bad guys she could understand, but to kill...

Other Avengers also had similar opinions, excluding a few of those who have been in war, understanding why sometimes we need to pull the trigger to ensure no one else gets hurt. But Galvatron was beaten, he didn't need to be killed.

Several tense seconds passed before they saw Nova close his optics.

* * *

 

**_Damocles Base, Outer Hull_ **

"No."

The word said it alone, Nova wouldn't go down that path. He was better than Galvatron, he would always be better than him. So long as he stood by his morals, Nova Prime would always be better than Galvatron.

"I will not kill. I will not lower myself to your level. To kill for petty revenge." stated Nova as he lowered his sword.

"And that is where you shall fail." sneered Galvatron, opening his hand, a bolt of lightning shot out, striking Nova directly in his chest.

The Prime stumbled back, due to the bolt exploding with his heavily damaged chest. In his stagger, Galvatron leaped to his feet and tackled Nova, grabbing a hold of one of his wings and pinning the Autobot to the floor. The Star Saber was knocked out of Nova's hand, sliding across the ship while Galvatron held Nova down.

"Did you honestly think I was trying to beat you this whole time Prime?" cackled Galvatron as he grabbed a hold of the back of his head to force the Prime to look up, "I was just wasting your time so that my followers may finish my final goal."

Nova's optics widened in horror. The Plasma Energy Core...The confrontation on Earth...Taking Control of Damocles...NO! NO HE WOULDN'T!

"Oh, but I would, Prime," drawled the Decepticon as if reading his mind, "I told you I would destroy everything you know and love. And what better way to start this, then by destroying your home."

"NO!" cried out Nova as he desperately tried to escape the Decepticon, but the iron grip of Galvatron did not waver. If anything, the display of horror and distress caused the grip to tighten.

"Yes!" bellowed Galvatron, "Sixshot! Fire the cannon!"

* * *

 

**_Damocles Bridge_ **

Thanks to the energy pulse created by Nova Prime when he broke free, Sixshot had been knocked into temporary stasis due to his proximity. When he woke up, he saw that the emergency shield had activated, keeping the atmosphere stable. Many of the consoles inside had been damaged, but one had been lucky enough to remain intact. Though when he did awake, he quickly noticed that Lockdown and the other Mercs were nowhere to be seen.

Likely, the bounty hunter thought that this payout was more trouble than it was worth and abandoned him and Galvatron. Not that it mattered now. Lockdown had served his purpose and all that remained was complete.

With everything in place, Sixshot just needed to press one little button. So when the order came, and rather loudly as well, the Decepticon didn't even hesitate.

"Yes, sir." replied Sixshot as he raised his claw and pressed the trigger.

* * *

 

**_Damocles, Outer Hull_ **

Energy began streaking across the tip of the mighty ship that was once commanded by Kang the Conqueror. The ship was about three times the size of the Helicarrier and twice as long as the Nemesis. In short, this ship was enormous and packed the firepower to bear, especially it's main cannon. When the weapon charges up, several nodes along the length of the ship would power up to safely transfer the energy from the reactor to the nose to begin the power cycle. Each node would light up green before condensing on the tip to form the energy beam that would fire.

But this time, the flow of energy as far more erratic thanks to the unstable Plasma Energy Core. Crimson arcs of plasma flickered down the length of the ship. More energy began to collect and ripple towards the tip of Damocles. The arcs of plasma began to swirl around the bow, forming a sort of vortex of energy as a growing orb of plasma began to collect.

"NO! YOU CAN'T DO THIS, GALVATRON!" begged Nova as he felt the worry and actual fear of Carol as she likely heard the message from Galvatron earlier.

"Can't I?!" cackled the Decepticon as he locked his arm in place, "I do what I want, Prime! Now, you have the special luxury of watching your friends die!" Roughly, he grabbed Nova's head and forced him to look at the Earth.

"It's all over, Prime!" declared Galvatron as he laughed maniacally.

Some coolant based tears began to fall from the Prime's eyes. The other Primes and Primus trying to console his grief. The weight of reality crashing down onto the Prime. Like a serrated knife right through his

Galvatron had won.

The Earth was doomed.

His family...

Carol.

 _'Nicholas, you haven't failed, not yet.'_ stated Micronus, his tone rather harsh by Primus' standards, but it did convey the message.

He was right, Nova hadn't failed yet. But against all that energy, he didn't have any of his weapons and the Star Saber was out of his reach. The only thing he could think of that could stand up to the Plasma Energy Core was...

...The Matrix of Leadership.

With a solemn sigh, Nova shut his optics. Knowing what needed to be done in order to save the lives of Earth's people, the Avengers, and Carol. His idea was quickly caught on by Optimus and a few other Primes.

 _'Nicholas, no. You don't have to do this,'_ stated Optimus, attempting to have Nova reconsider,  _'there's no guarantee that what you are planning will work.'_

 _'If I don't try...the Earth is doomed.'_ retorted Nova as he steeled his emotions. He knew what must be done.

* * *

 

**_SHIELD Helicarrier_ **

"Please tell me you have some sort of plan or contingency or some sort of...something for this?!" cried out Wasp, almost hysterical because when Galvatron had pinned Nick down, he ordered whoever was still inside the ship to fire on the Earth.

"There's not enough time!" barked Coulson as he looked at the main screen, having left the conference table in the bridge to focus his attention on the cold, hard fact. There was not enough time to do anything.

"I call scrap!" barked Crosshairs as he stood up from the table to confront the acting Director, "If anyone has some sort of backup plan, it's SHIELD!"

"He's right." said Maria somberly, "We don't have a plan." Looking up at the screen she could see that Damocles was nearly finished charging up.

"This is really it this time, huh?" guessed the woman as she let her stance relax slightly.

"Soundwave, can't you like, open a Groundbridge Portal and redirect the beam or something?" pleaded Jessica, worrying herself for once. The raven-haired teen was almost always so cool in dire situations. So being put into a position like this where there was nothing she could do...it scared her.

Eyes widened in distraught as she saw Soundwave shake his head slowly. He couldn't redirect the energy because he could generate a portal large enough to contain all the energy would produce. It really truly seemed like the end.

The other Avengers were trying to think of some way to fix the situation, but none of them could think of a way. All their ideas would take too long to complete and time was not something they could afford. But in the center of all this confusion, hysteria, and fear, Carol stood motionless as she felt the sudden halt of emotions from Nick. Then the dread set in.

"Nick..." whispered Carol as she kept her attention on the screen. Specifically, Nova as he was still pinned underneath Galvatron.

 _"No,"_ declared Nova, drawing everyone's attention in the bridge to the screen as they heard the low, somehow, resonating word from the Prime,  _"It's not over for them. It's not over for the Avengers. Or Carol..."_

The next sentence that left his mouth caused Carol, Jan, and Jessica to gasp in shock and horror.

_"Just me."_

* * *

 

**_Damocles Base_ **

With the hardest elbow strike he could muster, Nova smashed his left elbow directly into Galvatron's stomach. Causing the Decepticon to let out an uncharacteristic yelp at the brutal strike. The impact caused his grip to slacken, giving Nova just enough movement to grab his own left wing and tear it right off. Gritting his teeth and enduring the pain, Nova spun around and smashed his fist directly into the center of Galvatron's face.

Stumbling back, the Decepticon couldn't defend himself as his opponent grabbed his right arm and threw him as hard as he could right off the ship and towards the Earth. Not bothering to see where Galvatron would end up, Nova shot into space and flew to the tip of Damocles, directly in front of the collecting orb of Plasma Energy.

"MATRIX OF LEADERSHIP, I CALL UPON YOU TO LIGHT OUR DARKEST HOUR!" cried Nova as loud as he could. In response, his chest began glowing, a faint blue glow that began to grow brighter and brighter, but it seemed it was too late.

The ship fired, a massive scarlet beam erupted from the ship, plowing directly into Nova. An agonized scream erupted from him as he was sent hurtling down to the Earth, the power of the Matrix the only thing keeping the blast at bay.

* * *

 

**_SHIELD Helicarrier_ **

"WHAT IS HE DOING?!" shouted Iron Man, the camera that was on board Damocles Base lost sight of Nova when he flew right in front of the ship. Without a good angle, Soundwave switched the feed to a SHIELD satellite to get a better angle of Nova Prime and the beam firing. Jan had practically screamed in horror, some tears forming in her eyes when she saw Nova take the hit. He could understand her distress, each Avenger could, Nick was practically family.

"What a hero is meant to do," said a voice quietly. Each Avenger looked to the table, seeing Carol holding the necklace Nick had given her tightly in her hands, "sacrificing himself for the lives of others."

After she finished that sentence, the dark night sky that once surrounded the Helicarrier began to light up in a dark crimson glow. SHIELD agents turned their attention away from their duties to look out the main window. Coulson, Maria, Skye, Fitz, Simmons, Jessica, Agent 13, Soundwave, the Avengers, and Carol all looked on in worry as they saw a glowing red beam descend from the sky.

Bowing her head slightly, just begging mentally, for Nick to do one thing.

_'Please, Nick. You can't lose now, not after so much'_

* * *

**_With Nova_ **

_'Please, Nick. You can't lose now, not at after so much.'_ whispered a soft voice. Nova optics immediately shot open, having been squeezed shut when the beam impacted against his body and the energy almost burning away his armor. Despite the searing pain of the Plasma cannon, Nova knew exactly who this was.

It was Carol.

 _'She's right,'_ thought Nova, feeling a rise in determination and will,  _'I can't lose now. I **WON'T!** '_

With a strength that really shouldn't be possible, Nova began to slow down. The beam that was being blocked by the energy of the Matrix had also come to a halt. Through sheer force of will, Nova Prime was blocking a blast capable of collapsing a star. More amazingly, the Prime began to move forward, right up into the sky while still blocking the blast. However, despite the boost in strength, it came at a cost.

Pushing, even more, power from other systems, Nova's chest opened up and revealed the Matrix of Leadership, allowing the power to directly flow out and form the shield blocking the cannon's blast. Slowly and surely, his body began changing color, his armor started breaking apart, chipping away as the energy was still pummeling his form. He didn't care.

Unknown to him, SHIELD was still viewing the whole spectacle from the safety of the Helicarrier.

* * *

 

**_SHIELD Helicarrier_ **

"That's not possible, breathed Fitz as he saw the Cybertronian push back the whole laser.

From what Soundwave told him, Plasma Energy was practically limitless and completely unstable. It was so unstable in fact that most Cybertronians saw it as a lost cause when they lost the technology of the ancients that could control the energy. But here was Nova Prime, blocking a focused beam of Plasma Energy from Damocles Base.

"This is what the Avengers do, friend Fitz," informed Thor as he and the other Avengers watched in awe as Nova kept forcing the beam back. He kept going, the ruby laser growing shorter and shorter until he was almost ten feet away from the ship. From the satellite camera viewing the entire spectacle, Nova might as well be on Damocles. Plasma Energy was shooting out in sharp bursts around the tip of the ship as the glow of the laser and Matrix of Leadership clashed with one another. That's when several explosions erupted across the bow of Damocles.

"What's happening?" asked Clint when he saw the surge travel down the ship. More explosions erupting and bursting through the hull. Suddenly, the pieces of debris that had been broken off began to drift back to the ship and a sort of swirling vortex appeared where the beam and Nova were situated.

"Nova's causing the Plasma Energy to collapse in on itself, creating a vacuum effect that is absorbing the beam." explained Iron Man, mentally congratulating Nick for coming up with a solution. He couldn't stop the energy from being generated, so he could cause it to be shuttled into a pocket dimension or redirect it somewhere else in order to save the Earth.

And so several more explosions erupted across the hull of Damocles, the ship itself began to crumble in on itself like tin as the vortex grew more and more powerful. Suddenly, Damocles vanished altogether, a small orb of light left in its place. Then with a mighty pulse of energy, a massive explosion, one that turned the holographic screen completely white. Outside the Helicarrier, the night sky was suddenly illuminated by an enormous flash that caught a few agents by surprise. But shortly, the flash began to fade as quickly as it appeared.

Where Damocles Base had once been was only a tiny white speck. The Avengers couldn't really see it but a few of them could guess what, or more specifically, who it was.

"Soundwave, magnify image." ordered Coulson, also guessing the same thing as the heroes.

With a curt nod, Soundwave zoomed in on the little speck, the image becoming more and more clear until the heroes and SHIELD agents could see who it was. Completely snow white, Nova Prime drifted through space, the implosion propelling him towards the Earth. But what stood out most was his injuries. Multiple breaches in his armor dotted his body, his right wing had been completely sheared off, his chest plating was mangled and hung open to reveal the Matrix of Leadership, except the Matrix was missing its usual cyan glow. Mysteriously, the Star Saber and Dark Star Saber were close by, likely been able to survive the release of energy due to their own power.

"YES! WAY TO GO, NICK!" cheered Jan as she saw her best friend alive. In her excitement, she threw her arms around Bumblebee to pull him into a hug.

"Ha, ha, yeah! U knew he could pull this off! Never doubted for a second!" laughed Crosshairs as he slapped his hand on Jazz's back.

"That's why he's Prime." agreed the Autobot.

"Alright, alright, let's get Prime back on board, then we can celebrate." interjected Iron Man.

"Aye, after such a hard fought battle, we all deserve a chance to celebrate the end of this nightmare." agreed Thor. Hulk grunted in approval as the scientist contacted Teletraan-1 and made a quick request. In a few seconds that followed, a Groundbridge portal opened up inside the Helicarrier bridge and Nova Prime tumbled in, both Sabers clattered to the floor. The Autobot leader came to rest in a kneeling position, sitting on his heels as the heroes gathered around him.

"Nick, you did it!" cried Wasp as she ran up to the Prime. The other heroes followed, Carol leading them, but when she got closer, she immediately felt that something was wrong.

"Nick?" asked the woman as she stood in front of the silent form. His optics were dark and his battle mask was broken and cracked in several places.

"Carol?" spoke the soldier as he walked over to the blonde woman and placed a hand on her shoulder.

Without any warning, heads up, or inclination, Nova's faceplate completely fractured, revealing the intricate circuitry underneath the armored face. Jan, Jessica, Simmons, and even Agent 13 gasped in surprise and shock at the break. Carol's eyes widened in horror as dozens of cracks spread across her sparkmate's body and he shattered like Nova was made of glass. The pieces all turned to dust as the remains of Nova Prime crumbled to the floor. The only thing that survived was the Matrix of Leadership which hit the floor with a dull clank and fell to a stop right at Carol's feet.

No one said anything.

Not a word.

Only tears and the sobbing from Jan broke the silence as she was held comfortingly by Bumblebee.

Carol looked at the pile of dust in horror and distress. Falling to her knees, tears pouring from her eyes, she did the only rational thing anyone could do when their husband dies right in front of them.

She screamed.

* * *

 

**_Avengers Mansion_ **

**_*Two Days Later*_ **

"We didn't come here to honor a fallen hero," said Tony Star as he leads the funeral for Nova Prime. It was a private ceremony, only heroes, Autobots and a few SHIELD agents attended. The X-Men were present, along with the Dinobots. Petra was sitting in between Laura and Grimlock who, for the occasion, was in his human form and wearing a suit because that's what you wear at a funeral. Crying soft tears as her friend died only a little while ago, "We didn't come here to honor a Prime.

She saw the fight on the news, how hard he fought to save them all. She just wished she was there to somehow help. A strong hand found hers, looking up she saw Grimlock giving her a sad but comforting look. She sniffled slightly and leaned against the Dinobot in an affectionate display if not for the somber mood of the memorial.

Grimlock was angry, but he kept his composure for the sake of the funeral. He knew Prime would get a little ahead of himself, but this was just stupid. He should've contacted the X-Men, they could've helped

"We came here to honor a traveler," continued Stark, putting as much meaning into each word as he could, "A human from Earth and a Prime from Cybertron. When Nick came back, he helped change the world in more ways than one. He inspired others to become better. To fight not for themselves or for their country or for honor; he inspired them to fight for everyone, including the villains they sometimes fought."

Jan was sitting beside Hank, who came to the ceremony when he heard the news. Bumblebee would have been sat with the brunette woman, but he was needed for the Autobot, twenty-one rifle salute, led by Ultra Magnus. Beside Jan was Carol, who held the Matrix of Leadership in her hands, tears still falling from her eyes as she looked down at the ancient relic.

"Nicholas Prince lived the life of a traveler, he died as a hero." concluded Tony. Behind him, a vale was removed to display a bronze statue of Nova Prime in his Hyper Mode. His wings were tucked in for storage, as he stood on a sort of pedestal. The entire statue was about twenty feet tall. The stance the memorial took was that of a sentry, in his hands was the Star Saber. Since no one could use it and the Matrix was now without power, the sword was almost impossible to wield. So after a solid hour of arguing, the Avengers were able to keep SHIELD from confiscating the sword.

Hearing the word 'died', Carol let a few more tears out as she hugged the Matrix close to her body. Hanging around her neck was the necklace that once belonged to Nick. Unknown to anyone though, the silver and blue trinket glowed blue faintly before fading.

**_To Be Continued..._ **

* * *

 

_Preview For Chapter 30_

_Insert Music: Killer Tracks-Nation Rises_

_"Prime is gone, and the Avengers are in disarray without their precious," sneered Galvatron as he watched the heroes argue from his personal dimension through a special portal. Suddenly, the portal changes to that of a violet comet speeding towards the Earth, "it is only a matter of time."_

_"Lord Galvatron," spoke up Nitro Zeus, "what was that?"_

_"It is the past come calling."_

* * *

 

_"What are we supposed to do now?" demanded Iron Man as he spoke harshly with Cap, "SHIELD is looking for reasons to have the Avengers recruited and I'm not going to let Nick's hard work to see it get twisted into something else."_

_"The only thing we can do, Tony." sighed Steve as he shared the inventor's opinion._

_"Well we better think of something, cause Galvatron is still out there." added Bumblebee._

* * *

 

_"Avengers, ineffectual as ever." taunted Galvatron._

_"Surrender Galvatron, there's no escape." ordered Carol, fists glowing brightly as she and the other heroes surrounded the Decepticon._

_"That's where you are wrong, my dear," stated the mad Cybertronian as he held out a device that looked similar to the Matrix of Leadership, "YOU ARE THE ONES WHO CANNOT ESCAPE!"_

* * *

 

_"Galvatron has obtained a device capable of warping reality itself." informed Ratchet._

_"How are we supposed to fight something that can bend time and space?" demanded Crosshairs._

* * *

 

_"Why should we trust you?" demanded Carol as she glared angrily at a shadowed figure._

_"You shouldn't," replied the cloaked figure, "but if you want to see your husband again. I suggest you listen to what I have to say."_

* * *

 

_"Only a Prime can enter the vault." informed Micronus as he hovered just in front of the Avengers_

_"And time is running out," added Primus, "You must enter the vault and download the information and energy needed to return Nova back to the realm of the living."_

* * *

 

_"Leave these hallowed grounds." demanded an ancient Cybertronian Knight._

_"Not until I get what I came for." retorted Carol._

* * *

 

_"Who are you?" demanded Galvatron as he glared hatefully at the shadowed figure._

* * *

 

" _Galvatron," stated Nova Prime, holding the Decepticon's energy sword in one hand as he pulled his left fist back, "begone."_

**_To Be Continued…_ **


	30. The Legend, War, and Marvel

**_Chapter 30: The Legend, War, and Marvel_ **

**_*Two Weeks Since Nova Prime Memorial*_ **

It had been a hard and extremely somber time since Nova's demise and funeral. The Avengers were still doing their jobs, even offering Carol an unofficial place on the team, mainly out of concern for the young blonde. She hadn't said or done a lot since the death of her husband, almost cutting herself off from the rest of the world. Jessica was growing more and more concerned, which would be expected since she was Carol's best friend, but if she was being honest, Ms. Marvel seemed more distant as the days went by.

"Excuse me, ma'am," interrupted Cogman, entering the bedroom where Carol would normally be. She was wearing some simple clothing, a t-shirt, and shorts, but other than that, she wasn't wearing a whole lot, "but you have a visitor."

"Tell whoever it is, I'm busy," Carol replied stiffly, glancing over her shoulder from the window she was looking out at.

"I'm afraid he isn't going to take no for an answer," replied the butler as he stepped back. Looking towards the doorway, Carol's eyes widened slightly at who she saw. Standing in the doorway, cane in hand, wearing a white jacket, grey dress shirt, black pants, and shined black shoes was Nick's father: Primus.

"Been a while since we last spoke hasn't it, Carol?" greeted the deity, his tone held no malice, but Carol felt completely ashamed to be in his presence. Seeing her distress, Primus turned to look at Cogman for a moment, "Cogman, would you be so kind?"

"Of course, milord," replied the Cybertronian as he bowed respectfully and left the room. Once he was gone, Primus closed the door and stood just eight feet away from Carol, the two holding their gazes for a few moments before Primus began.

"Carol, I know that you blame yourself for what happened," he started as he took a step forward, "but you mustn't do so. Nicholas knew the risks and-"

 _"Why?"_ Carol suddenly asked aloud.

The question alone caused Primus to stop a few paces away from her, but that didn't stop him from cocking an inquisitive eyebrow, but also adorning an almost depressed demeanor, "Why what? Carol, you'll have to be a little more specific than that I'm afraid. You could be asking me any number of things."

An annoyed expression crossed the blonde's face, there were only a few people who could truly mess with her. Nick being-used to be one of them, but right now, she wasn't in the mood for any games. No, Carol wanted straight answers instead of the nebulous riddles from the Incarnation of Creation.

"Why did Nick have to die?" demanded Carol as she almost stalked towards Primus, no hint of the previous unease in her stride, "Why did he have to go out and fight Galvatron alone? Why didn't you try to help him? Why didn't the others try to help?! WHY DID NICK HAVE TO BE THE HERO?!"

After her first question, her voice began to grow progressively louder, her emotions breaking and spilling out in the form of tears as she kept her vision fixed completely on Primus. Breathing harshly, an infuriated and confused look filled her eyes as tears rolled from them. In the span of one minute, Primus took a deep breath, closing his eyes before opening them to look at Carol.

"Because he loved you and the others more than he had words for," replied Primus softly. Carol raised an eyebrow slightly as her angry expression melted away, "Nick has experienced loss in a way harsher than most people: he lost his original home, he couldn't consider the Primes or their dimension as a true home and family since he was part human. The same could be said for Cybertron. He felt like an outcast, not a pure Cybertronian. But he loved the Primes just as a brother would, but even then, he felt he didn't entirely belong."

Confusion turned to understanding as Primus went on explaining to Carol why Nick loved them so much as he did, "When Nicholas first arrived on Earth and encountered the Avengers, he felt at home with them. They were unique individuals, like he was, with great responsibilities and an understanding of protection and defense of the innocent. Nick truly felt he was with his family. Then you came and entered his life, showing him that you did not require special abilities to be unique. You helped him so much, more than even he realizes and more than you realize."

"The reason he sacrificed himself was that he loved each and every one of you more than he could express. So in a way, he saved you all because you saved him as well," Primus concluded as he held a comforting and compassionate look in his eyes.

After hearing all this, just how much Nick cared about them, the bundled ball of sadness and despair broke open in Carol, having been locked away since his funeral. Without warning, she embraced the creator in a hug. Tears ran down her cheeks as she buried her face into her step-father's chest. The ancient being was initially caught by surprise but he gently returned the embrace.

"Shhhh, it's alright, Carol. I am here," Primus murmured quietly, bringing the girl and himself over to the bed to sit on the edge. As the blonde heroine cried, the necklace around her neck, the one she refused to take off for even a second pulsed quietly. Almost sensing her distress.

But if the thought of some way Nick survived would be forgotten for the moment. Because unknown to the girl, but not unknown to the deity, something was coming to Earth. Something sinister.

* * *

 

**_Galvatron's Dimension_ **

It had been an amusing sight for him.

Galvatron sat on his stone throne, smirking sadistically as he watched the Avengers. In the aftermath of his battle with Nova Prime, he had crash-landed on Earth when Damocles Base imploded. It had been a refreshing sight for the Decepticon, seeing his rival die once and for all. Granted, his only regret was that he didn't end the Prime's life personally.

It would have made it all the more amusing for him. But one should never be too picky when it comes to victory.

"Lord Galvatron," interrupted Nitro Zeus, having escaped Damocles Base before it collapsed altogether in the final battle, "Now that Prime's dead, what's the plan now?"

"For the moment, we regroup, we restore ourselves and then we shall make our move." answered the Decepticon as he created a window. Even with Nova gone, he was still dangerous, his followers and comrades still lived, but even then, the supposed Earth's Mightiest Heroes had begun to crumble. It seemed that Nova Prime was more of a keystone than he previously thought.

Looking through the window, he could see the heroes Iron Man, Captain America, Black Panther, and a few Autobots, Bumblebee, Crosshairs, and Ratchet arguing amongst each other. Without their precious mediator, the Avengers were tearing themselves apart from the inside out. If he had the manpower, he would send Motormaster and the Stunticons to rattle their cage so to speak, but right now, he had to focus on recovery. Without Lockdown and his men, Galvatron only had the Insecticon swarm under his command, and a few Decepticons he 'persuaded' to join him. He was proud, sure, but he wasn't stupid and he knew when to retreat. But when the Universe presents you with an opportunity, you should never fail to capitalize on it.

And it seemed that fate was going to be kind today.

Without any previous feeling, Galvatron suddenly sensed the approach of an ancient power. Looking up at the window for a moment, he changed it from the arguing heroes to that of a distant view of the Earth. Something was coming, he could sense it, something that has been lost to the ages and is only now returning. As the source came closer, Galvatron began to chuckle darkly.

"Prime is gone, and the Avengers are in disarray without their precious leader," Galvatron sneered, recalling the argument between the heroes, but his attention was now focused solely on a violet comet speeding towards the Earth, "it is only a matter of time."

"Hey, boss," spoke up Nitro Zeus, "what the heck was that?"

"It is the past come calling." answered the Decepticon.

This was one device in any universe, that the Primes were truly weary of. And he had every intention of making it his own.

* * *

 

**_Avengers Mansion, Assembly Hall_ **

"Well this is a fine mess Prime left us," grumbled Crosshairs as he attended the meeting with the other Avengers. He wasn't entirely sure what convinced him to do so, more often then naught, he probably would have just left the meeting to the others. But ever since Prime died...

"Nova's sacrifice has little to do with our current dilemma, Crosshairs," interjected T'Challah, sitting at the round table with the other heroes. It had been very stressful ever since Nova made the ultimate sacrifice, and without him, SHIELD has been looking for ways to assimilate the Avengers into their ranks. With or without Coulson's okay.

"Actually, it kinda does, T'Challah," Tony butted in, causing the Wakandan King to look at him, "Nick was the ambassador of Cybertron and a representative in the U.N. Without him, a lot of Cybertronian affairs and problems aren't really being addressed as well as they could be. And tensions have been growing in the U.N. from what I've heard from Cogman."

"Nova always acted as the mediator," agreed Steve, recalling how much Nick gave up personal goals to resolve issues where both sides could benefit, "without his position there, a lot of countries are growing weary of each other again. Especially Latveria."

"Even so, there is one unresolved issue that needs to be attended," disputed Ratchet as he typed a few commands into the table. A few seconds later, a profile and statistics report of Galvatron appeared, "the fate of Galvatron."

"SHIELD searched the area they tracked him towards with a fine brush," Bumblebee said as he brought up his own report, something he has been getting into a habit of since he used to be a cop and thought it was a good idea to document some of the Avengers missions, "they didn't find a thing."

"At least the slagger doesn't have his sword," grumbled Crosshairs, clenching his fist tightly at the mention of the new lord of the Decepticons. Galvatron had been a very sensitive topic with the heroes, and a few other teams like the X-Men and a few SHIELD agents, specifically Skye, Agent 13, Coulson (surprisingly, he and Nick were on somewhat good terms once he began to accept Phil and got to know him a bit better), and a few others. Agents like Maira didn't really give much care for the Prime, seeing him more as a number than a martyr, sacrificing everything he loved to save everyone on Earth.

"True, but the fact remains, Galvatron is still out there, and it's up to us to find him," stated Tony as he tried to rally his friends and teammates, but it seemed to be in vain, "oh, who am I kidding? Prime always knew how to fix problems like this."

"Tony, we can't give up, otherwise Nick's sacrifice would be in vain," interjected Cap, turning his attention to the inventor. But Tony only scoffed as he looked at him.

"Then what are we supposed to do?" he demanded harshly, looking right at Steve, "SHIELD is looking for reasons to recruit the Avengers, relationships between Earth and Cybertron are straining, and Galvatron is still out there. How do you suggest we fix all this, not that I'm saying we should give up. Nick put way to much work and time into this team just to see it fall apart."

"The one thing we can do, Tony," sighed Steve as he closed his eyes for a moment, he knew the inventor had valid points, "just keep fighting for what's right."

"Well we better think of an actual plan," spoke up Bumblebee, being realistic as well as hopeful, but mostly realistic, "Galvatron, like I said before, is still unaccounted for and we better prepare for whatever might come."

"Agreed," concurred Ratchet as he shared Bumblebee's cautious opinion, "with Galvatron unaccounted for, there's no telling what he may be planning next."

As soon as the sentence left Ratchet's mouth, sensors and warnings began blaring in the Assembly Hall. All beings present almost immediately went rigid at the sound of the alarms. While Crosshairs may make comments about how conveniently the alarm went off as soon as Ratchet finished his sentence, he knew better right now. Something was heading right towards Earth, and it wasn't anything friendly.

"Satellites just picked up a projectile heading for Chicago," said Tony as he read the rapid update that flowed across the holographic screens. It was too small to be a ship and held way too much power to be ignored, and from what the satellite network could pick up, it showed no signs of stopping, "estimated time of landfall is around twenty minutes."

"SHIELD is still busy the inhumans, and SWORD is still recovering and adjusting from the loss of Damocles Base," added Captain America as he picked up his shield and slung it across his back, "the Avengers are the only able-bodied team that can address the matter."

"Agreed," said Ratchet, "I'll contact the Avengers and tell them to meet at the Mansion as soon as possible."

"However we must assume that if we detected this object, with its immense power, then others must've detected it as well," cautioned T'Challah as he rose from his chair.

Hearing the sentence, the Avengers stopped what they were doing and looked to one another. There was no denying it. Black Panther was right. If they were able to detect the object speeding towards the Earth, who's to say that someone else didn't? And that thought put them all on edge.

* * *

 

**_Chicago, Illinois_ **

The early hours of the city were peaceful at best. Many citizens were going about their business, but though a few were still remembering the tragic events that took place nearly two weeks ago high above their home. Despite the hero not living in their city, the people decided to honor Nova Prime for his sacrifice by having a small memorial made. It was official, it was just an area for people to pay their respects to since not everyone could afford to go to New York.

The entire nation and the world as a whole were definitely shocked to see Nova Prime battered and bruised fighting against his self-proclaimed greatest enemy. What came as a bigger surprise was when despite hearing everything that Galvatron had done to Nicholas Prince, the Prime spared the Decepticon. It made a little sense to some people, taking the moral high ground and declaring to be better than him, not by killing him. It made him more of a role model, but the next events made him a martyr.

The people of Earth may not agree on a lot on several matters, by they all agreed on one thing: Nova Prime was one of the best heroes since Captain America. And they would remember him, however, today was not going to be a day to remember his sacrifice. Today, people needed to evacuate, and quickly.

Dim sky, though the distant glow of the sun turning the dawn red, was replaced by a violet glow that grew brighter and brighter. From the sky, a massive purple comet, for lack of a better name, came speeding towards the city. As the comet sped by, energy shot out from the object, smashing into the ground and exploding violently. Cars and a few civilians were caught in some of these explosions.

The frightful screams of the people broke the peaceful morning, accompanied by the destructive explosions. The comet grew closer and closer to the ground when it crashed right into the outskirts of Chicago. A few buildings were leveled by the initial impact and several others were knocked over by the shockwave generated by the explosion. In all honesty, it was like the Atomic Bomb that exploded on Hiroshima back during the war. It was not pretty and heroes needed to act, fast.

Flying right above the city, the Avenger's Quinjets 1 and 2 could be seen. It was welcomed sight for the frightened and injured civilians. They only wished the heroes had gotten here a little sooner.

Inside one of the Quinjets, the heroes inside were in a sort of state of silence. If it was because not everyone was going to be there, or it was because of the slight tension before the probable fight, it didn't really matter. Ms. Marvel was piloting the jet with Captain American while Iron Man and Wasp were piloting the second Quinjet. The remaining team was split up between the two vehicles as the capacity for either of them was rather limited. Thor would have been part of the team, but he had returned to Asgard for an important matter, something that was not lost on the Avengers. So they were down one heavy hitter.

Through the silence, Cap glanced at Carol from the corner of his eye, seeing the blank look on her face. Not that she was shocked, but just nothing.

"Ms. Marvel, are you sure you're up to this?" asked the Super Soldier suddenly, causing the heroine to flinch slightly but remain somewhat composed.

"Yes, I'm fine," replied Carol, though her tone said otherwise.

"Hey, Car'. You know you can just take a little 'lone time," suggested Jazz from a passenger seat. He and a few other Avengers had been a little worried about the girl, having gone into Nick's home and hadn't left until today when the alert came in. They were relieved she was okay, but none the less concerned for her.

"I'm fine, trust me," Carol stated, a little more forceful as she threw a sharp glance over her shoulder at the Autobot. Jazz only raised his hands in surrender, showing that he wasn't going to press any further. With that out of the way, she returned her attention to the sky's ahead, but if she was being honest, she wasn't okay.

When Nick died, Carol thought that he was gone for good, not like when Ultron nearly vaporized him and Amora saved Nick at the last second to be her little sex doll. But some in some way, she could  _feel_ that Nick was still alive. It was unnerving and at times, she wasn't sure if she was losing her mind, but she could have sworn she heard Nick's voice quietly.

"Hey, Carol," said Warpath, jogging her out of her mild daydream, "we're closing in on the LZ."

"Right," replied Carol as she brought the Quinjet into a descent.

 _"Alright Avengers, listen,"_ ordered Iron Man over the comm.s,  _"we've got multiple injuries and reports of civilians trapped underneath rubble. Cap: you, Ms. Marvel, Hawkeye, Jazz, Warpath, and Hulk are going to investigate the impact site while the rest of us help the civilians."_

"Understood, Captain America, out," responded Steve as the Quinjet landed. Once the vehicle touched down, the Avengers began to disembark from the aircraft.

Outside, the damage looked much worse then what was seen from the air. Buildings were literally crumbling, streets were torn up like they were made of glass, and many, many cars were left in mangled states. It was a sight only a few of them had seen, but even then, this level of destruction was still surprising.

Carol, despite the need to be professional in the current situation, couldn't help but feel unsettled, almost afraid. A feeling in the pit of her stomach, like she somehow felt this kind of presence before. Tucked underneath her costume, her necklace pulsed faintly as it sensed an ancient and powerful threat return.

"How'd a space rock make so much trouble?" asked Hulk as he stomped towards a mangled minivan, quietly looking inside for any survivors.

"I don't this was any rock, Hulk," disputed Hawkeye as he made his own path through the rubble. Carefully stepping across the sharp rebars that poked through the remains of concrete pillars. The other Avengers were following on their own paths, or in Ms. Marvel's case, hovering over the rubble.

The feeling of dread never left, if anything, it became worse and worse as they made their way to the crater. Being forced to land about a quarter of a mile away from the impact zone, due to there being no suitable place to land the jet, the Avengers trekked across the torn up city of Chicago. As they went, each of them felt like they were being watched. Warpath was bringing up the rear, his new minigun attached to his wrist, spinning silently as he kept an eye out. Despite his size crushing the scattered debris of asphalt and glass, the Wrecker heard something.

Glancing over his shoulder, Warpath saw some faint movements among the remains of a building. Slowing down for a moment, he could make out faint fissures of red light, coupled with purple streaks. The Autobot narrowed his optics as he readied himself.

"Guys, we got company." alerted the wrecker, turning fully around when he was sure of what he was seeing. The other Avengers spun around just in time to see a charging swarm of Insections. It was a large pack of Swarmers, drones of the Insecticon species and extremely numerous.

"What are those things?!" shouted Hawkeye as he let loose an explosive arrow right at a Swarmer, blowing the head right off the mechanical insect.

"Insecticons!" shouted Jazz as he flipped his visor down and produced both his nunchucks and sonic disruptors. Without missing a beat, he attacked several Insecticons charging right towards him, the plasma nunchucks slicing right through the appendages of the bugs, causing them to screech in pain before they were blasted away by the Autobot's disruptor.

Hulk was smashing Insecticons by the pairs, actual using two Swarmers as boxing gloves and bashing them into other Insecticons. The poor creatures were literally being punched to pieces by the green brute, something that caused a few of the bugs to shy away from the Hulk. Warpath was using his Gatling gun to its fullest as well as using his ax. The Wrecker wielded the weapon with great efficiency, the Valkyrie he saved a during the battle of Asgard had actually been keeping in touch with him, and while he may deny it, you didn't need to be a genius to figure out that the two liked each other. And the training the Valkyrie had given Warpath was paying off in full.

Several Insecticons were cleaved in half by the mighty weapon, a few others were riddled with Energon bolts, and a few were blown to pieces by Warpath's tank barrel. While Warpath and Hulk may be the heavy sluggers of the Avengers, they didn't have the grace and agility of Captain America.

Ducking and smashing his shield into an Insecticon, the super soldier was constantly on the move, hurling his shield right into the abdomen of a Swarmer, snapping it in two. The shield ricocheted off two other Insecticons before returning to the soldier. Once he caught the disk, Steve smashed it right into the visor of an Insecticon that tried to snatch him up in its mandibles. The bug shrieked in pain as the visor was broken, leaving it blind and helpless.

Overhead, Ms. Marvel was blasting Insecticons left and right, flying down to smash her fist right through the chest of one Swarmer. The bug fell limp after a few seconds, allowing her to hurl the bug directly into a group, shattering the insects. While her instincts allowed Carol to fight and participate in the fight, her mind and heart were currently trying to figure something out. When Nick died (something that, even after two and a half weeks, still caused Carol to flinch in guilt and sadness), she didn't really feel like he was gone. She could still feel him, like he was still with her, despite him turning into a pile of dust. It confused and left Carol in distress. But she couldn't focus on that right now, they had a mission that needed to be done.

Besides, Nick wouldn't want her to keep mourning over his death; he would want her to keep fighting for others, if not for him, then for the people and his family. And she would be damned if she didn't fight for Nick and for what he believed in. So with a determined cry, Ms. Marvel let lose a massive beam of energy at the main body of the Swarm. Insecticons were sent flying and a few others buffeted by the falling debris. The Swarmers let out several clicks and hisses before they began to retreat.

"Where're they going?" asked Hulk seeing the bugs running.

"Must've been Ms. Marvel scaring them off." quipped Hawkeye, though he immediately regretted the choice of words as Carol suddenly sent him a glare.

"Whether or not it was Carol is not important, what is, is what in the heck are so many Insecticons are doing out here?" disputed Jazz as he put himself between the blonde heroine and the archer to avoid something ugly.

"Jazz is right," concurred Warpath as he kicked the corpse of one of the bugs, "the bugs don't head out this far from a hive, not unless their leader told them to."

"So the queen is nearby, great," deadpanned Hawkeye as he kept his attention on the area around them, still on edge about how many of these bugs there were.

"If she is, then I don't on sticking around, not when the big O is right over there," interjected Jazz as he pointed down the way they were previously heading. The path the Avengers were heading through was a large street, several overturned cars and a few abandoned ones littered the street. At the end of the street was a massive crater, spanning about one and a half football fields in diameter and seventy-five yards in depth. In all honesty, there was no way that construction would cost less than a few billion dollars.

"Jazz is right, let's move Avengers," agreed Captain America as he turned in the direction of the crater. Each hero glanced at each other before following, however, while the Avengers were heading to the source of the destruction, Carol suddenly had a small migraine, like it was in the center of her brain. Stopping for a moment to hold her head, Ms. Marvel felt the feeling of dread worsen.

Looking up, her vision went hazy for a second before something appeared among the rubble. Carol's eyes widened at what she-what she thought she saw. Like a specter in a graveyard or an old mansion, Nova Prime in the shadows of a crumbling building, his body glowing blue faint as he appeared to be transparent.

"Nick..." breathed Carol in disbelief, was Nick alive?! Did he survive?!

Any hope she had faded when Nova himself faded from existence, though in her heart, she felt a warmth somehow close around her. Like a warm embrace, holding her hand against her chest, right above the necklace Nick gave her, she felt somewhat reassured; Nick, her husband, would return. He was just sorry he couldn't come back right away.

"Hey Carol!" shouted Warpath, snapping the heroine out of her stupor, "You coming or what?"

"Right," she answered, flying towards the group to catch up with them. The Avengers had already made it to the very edge of the crater when Warpath called their ally back to reality. But when Carol landed, she and the heroes were met with a very haunting and foreboding sight.

At the bottom of the crater was the source of what caused so much trouble: a glowing violet object. From their current distance, none of them had any idea what it was, but what they did know was that it was putting out a tremendous amount of energy. Around the object was a glowing dome, flowing and cascading like two different bodies of water that refused to mix together.

"There at the center," pointed Hawkeye as he was the first to discern the object.

"What is it?" asked Jazz, squinting his optics since it was way too small to see from where they were.

"Don't know, don't care, as long as we can smash it," grunted Hulk as he began to make his way towards the center.

"Hulk, wait," requested Bumblebee as he ran around to put himself in the way of the green giant, "we don't know anything about that thing and if it is putting out some sort of lethal energy."

"Only one way to find out," butted in Warpath as he was backing up Hulk on the: 'head right towards their problem and figure out if it breaks' plan.

Before anyone else could say anything or try to stop Hulk or Warpath, a familiar roar of a Groundbridge drew the attention of the heroes. Up in the sky, a familiar blood-red portal opened up. From that portal, Galvatron emerged. By his side was Nitro Zeus and another Decepticon; though the Avengers had not encountered him, the Decepticon was none other than Kickback.

"Galvatron!" seethed Carol in fury, the one who killed Nick was back.

"Hulk, Warpath, Ms. Marvel, Bumblebee; go delay Galvatron and his followers," ordered Captain America, taking up the reins for leadership, "Jazz and Hawkeye, you're with me. We've got to get that object out of here and out of Galvatron's reach."

Each Avenger nodded in agreement, though Warpath, Hulk, and Bumblebee were nowhere near fast enough to engage Galvatron as Carol was. As soon as the order came, she had shot right towards the Decepticon, anger flowing through her veins as she was going to make him pay.

Despite the enraged woman speeding right towards him, Galvatron was hardly fazed and instead merely raised his right hand and blocked Ms. Marvel's punch that was directed right at him. The resulting impact of the Decepticon's palm against the heroine's punch created a large shockwave, one that caused the heroes on the ground to stumble because of it and the Decepticons by Galvatron's side to wobble and nearly get blown out of the air.

"I admire your fire, child," taunted Galvatron as he saw the enraged look on her face, but her facial features were not the thing that caught his attention, but the energy she was producing. There was no mistaking it, "ah, you must be Miss Carol, Nova Prime spoke off. I can see why he admires you so. But, your determination and need for revenge is nothing more than an inconvenience."

With that, Galvatron tightened his grip on Carol's fist, causing her groan in discomfort at the pressure being applied. Suddenly, the Decepticon harshly yanked her to the side, catching her off guard before hurling Carol right towards Hulk and Warpath.

"I got her!" shouted Warpath as he dropped his ax and disengaged his Gatler and held his arms out.

Carol crashed right into Warpath, causing both to hit the ground fairly hard, but Ms. Marvel barely noticed it as she directed her attention right back towards Galvatron. Hovering just in the air, arms folded as he gloated at her. He was going to enjoy tormenting her, but first, he needed to play his next hand carefully.

"That relic is mine." declared Galvatron as he held out his hand. From his palm, electricity began to build up rapidly, sparking ominously before a huge bolt of lightning erupted from his hand. The lighting split into several smaller bolts, each one heading for one of the heroes and collided with them. The effects were almost instantaneous as Carol and the other Avengers screamed out in pain.

"This ain't even fair." laughed Nitro Zeus as he landed on the ground by the object. The large dome of energy around the object had faded during Carol's failed attack giving the Decepticons the opening they wanted.

Galvatron cackled in madness as he landed just by the source of so much destruction. The object in question was rather small, about the same size as the Matrix of Leadership, except for several major differences. It had a dark black glossy paint job, gunmetal grey highlights, and a violet core. The core was about the size of a beach ball with two large handles emerging from the sides. On top and on the bottom of the handles were two large spikes that ran down the length of the handle, ending in a sharp point. The sphere in the center had a large ring on the front and back of the object, in all honesty, it looked unassuming just extremely malevolent in appearance.

"Yes! The power is mine!" roared Galvatron in glee as he picked up the device.

"To lose," snarked a voice behind him.

Spinning around, Galvatron, Kickback, and Nitro Zeus saw the other Avengers had joined their defeated friends. However, Ms. Marvel, Bumblebee, Jazz, Warpath, Captain America, Hulk, and Hawkeye were gaining their second wind.

"Avengers, ineffectual as ever." taunted the Decepticon, completely unafraid of the numerous heroes surrounding him and his two followers.

"Surrender, Galvatron," ordered Ms. Marvel, remembering how Nick wouldn't have wanted her to kill someone, no matter how bad he or she is, "there's no escape."

"On the contrary, my dear," corrected Galvatron laughing madly, the loud cackle put the Avengers and Autobots on edge, even more so when the mad Cybertronian held out the object towards them, "YOU ARE THE ONES WHO CANNOT ESCAPE!"

Suddenly, his chest plating opened up, revealing his Spark and interior mechanisms, but what shocked them all was when Galvatron slammed the device into his chest. With a loud snap, his chest closed up and dark energy began to course through him. The energy flared menacingly as Galvatron began cackling even louder locking his attention on the heroes. The feeling of dread that Carol felt earlier, it had returned with vengeance and was wreaking havoc on her as the unease seriously worried her. Just what was this thing?

"Avengers! Take him down!" ordered Iron Man as he fired his repulsors at Galvatron. Each hero made their own attack, Carol flew right towards the Decepticon, determined fury coursing through her body, having foregone the unease to focus on stopping Galvatron. But their attempt was in vain.

Raising his hand, Galvatron sent a huge pulse of energy towards the heroes. When the heroes were hit by it, they all suddenly came to a screeching halt, even their projectiles. It was like someone had pressed the slow-motion button on life and slowed them all, even their attacks to a crawl. While it may have looked like time had been slowed, each hero was fully aware of what was going on.

"My dear," taunted Galvatron as he approached Carol, who was suspended in the air, violet energy flowing over her body as she was basically frozen in motion, "you don't even realize when you've lost." To add insult to injury, he gently ran his hand down her right cheek, his touch unnaturally cold. Despite being unable to move, Carol's main emotion was pure anger.

"You just don't know it yet." with that, Galvatron left, a blood red Groundbridge portal opened up and Nitro Zeus made his escape through it. Kickback followed next, not before letting out a loud shriek into the January morning sky. A few seconds later, the Insecticon Swarm under his control flocked to the portal and flew through, Kickback joining his brethren. The last to enter was Galvatron who floated into the air, laughing mockingly at the heroes frozen in place before floating back into the swirling crimson vortex. Entering it, the Groundbridge snapped shut and the Avengers were treated to a world of discomfort.

Falling to the ground, either trying to leap at Galvatron like Hulk and Carol had tried to do, the Avengers were groaning as the power had seriously wreaked havoc on them. Wasp nearly hit the ground since the power of whatever Galvatron had used drained her of her strength. Bumblebee was quick to make sure Wasp was alright while the others were pulling themselves together.

"Ugh, what-what was that thing?" asked Iron Man, trying to understand the power and phenomenon that just occurred.

"Whatever it was, Galvatron clearly knows if he wanted it so bad," said Bumblebee as he held Wasp gently in his hand, but despite all this, something didn't escape his attention, "Carol?"

Standing off to the side, the blonde heroine in question was facing away from the team, her right hand clasped around the necklace that once belonged to Nick. Seeing that Carol appeared to be somewhere else, Wasp grew to full size and walked over to her.

"Hey, Car', you okay?" asked Jan, placing her hand on her shoulder, the action caused her to shake her head and look at Jan.

"Sorry, I was just...thinking," answered Carol, but she seemed a little hesitant to do so.

"You sure, Carol? You're not looking so great," disputed Jazz as he noticed that Ms. Marvel seemed a little pale.

"I'm telling you, I'm fine," Carol retorted as she pulled out of Jan's grasp, "just need a little sleep is all."

"Right, I'm entirely sure," scoffed Iron Man as he approached the girlfriend of Nick, "let's get back to the Mansion, we'll let Damage Control deal with this."

With an annoyed but understanding sigh, Carol nodded in agreement. Though unknown to most, Carol felt that something was indeed wrong, something had to do with Nick and Matrix. Hanging around her neck, the necklace pulsed for a fraction of a second, before falling dimly.

* * *

 

**_Avengers Mansion_ **

"Well that could've gone worse," declared Crosshairs as he kicked his feet onto the Meeting Hall Table.

The other Avengers had joined in for an emergency meeting, baring Carol who did indeed take a small nap or a short break to rest. Whatever was going on would be figured out, either by Ratchet or Jane Foster. The latter of which was currently looking after the heroine as she begrudgingly took that break, after a long debate with both doctors.

"Exactly how could have that gone worse?" demanded Hawkeye incredulously as he glared at the specialist.

"We could all be dead," answered Warpath, knowing exactly what Crosshairs was talking about.

"Exactly," deadpanned the green Autobot.

"Look, what happened today wasn't our fault," spoke up Iron Man, ending their little dispute before it could get out of hand, "we're just lucky very few people actually got hurt."

"But we still don't know what Galvatron plans to do with whatever it is that thing is," pointed out Bumblebee. However, despite the conversation, a few of the Avengers were losing their patience.

"Too much, talking!" snapped Hulk, tired of standing around and complaining about what went wrong, "Let's go find Buckethead and-"

"And what, Hulk?" cut in Ratchet sharply, focusing his attention entirely on the green giant without a trace of weariness or fear, Hulk looked about ready to retort, but Ratchet cut him off before he could continue, "Galvatron has obtained a device capable of warping reality itself."

"How are we supposed to fight something that can bend space and time, huh?" demanded Crosshairs, agreeing with the doctor for a change. Hulk looked down for a moment, but he couldn't find an argument that could even come close to explain how they could beat something like that. Sure they had fought Megatronus, or at the very least bought time for Nick to come in and finish the job, but that still wasn't much.

"We can't just do nothing!" spoke up Wasp, standing from her chair and slapped her hands down on the conference table.

"And you won't." said a voice from seemingly nowhere.

"Who's there?" demanded Jazz who shot up from his own chair the second he heard the voice. The other Avengers had also entered a similar stance, ready for whoever or whatever it was that wanted to talk.

"Don't worry, there is no need for violence." the voice spoke once more, coming directly behind Iron Man. The inventor let out an uncharacteristic yelp and spun around to see a man right behind him, as the other Avengers also turned around to face the intruder. None of the heroes had met him, but Carol had; in fact, she met him this morning.

"Who are you and how did you get in here?" demanded the inventor as he aimed his Repulsor at him. The armor he was currently wearing was the Mark 3, old but reliable. A pain to get off at times, but none the less solid in a fight.

"Primus, my name is Primus," addressed the man in a calm tone, despite having a Repulsor aimed at his face. A kind smile on his aged face as the Inventor's eyes widened slightly as the other Avengers also adopted looks of shock, particularly the Autobots.

"Y-your Primus?" breathed Ratchet in awe as he stood up slightly straighter, Bumblebee, Jazz, Warpath, and Ratchet also following suit.

"No need to be so formal," reassured Primus as he casually walked towards the group, "but there is something that must be attended with the utmost initiative."

"What is it?! Can you bring Nick back?!" asked Wasp, flying right up to the deity. A ray of hope flashed across the woman's face as a bright smile formed.

"Please calm down, Ms. Van Dyne," said a new voice behind Primus. The deity stepped aside to reveal one of the Thirteen Primes. Floating crosslegged in the air like a monk, Micronus floated forward, "Everything will be revealed in due time. For the moment, we have much to discuss."

"What is it?" asked Hawkeye lowering his bow and slipping the explosive arrow he pulled out of his quiver back into its proper place.

Primus and Microns shared a small look, something that did not go unnoticed by the Avengers, just what were they thinking. However, they didn't need to wait long as Nick's father began speaking.

"The fate of my son and your friend; Nicholas Prince." answered Primus.

The Avengers looked at one another. What did they mean by that? Was there more to Nick's death than they realized? Even as they were thinking, one heroine was about to have a meeting with someone else. Someone that had gone missing for some time.

* * *

 

**_Nick's Former Room, Avengers Mansion_ **

She was not happy.

Carol Danvers, SHIELD Agent, turn SWORD Agent, turn heroine, turn Avenger was not at all happy. Trying to rest at least her eyes, she sat in the bed that once rested Nicholas Prince; late husband and true love. The thought of him being gone, not by her side was foreign to her; it wasn't right. Wearing a tank top and some panties, Carol's costume hung on a chair, removed since it wasn't entirely that comfortable to wear for long periods of time.

A frustrated sigh escaped her lips, Carol laid back, annoyed that she allowed herself to be talked into lying down. She shouldn't be lying down, she should be with the other Avengers, she should be trying to find a way to get Nick back.

But he was gone.

He crumbled into dust right in front of her. She saw it, the Avengers saw it, Coulson and the other SHIELD agents also saw it.

Carol closed her eyes as she fought back a few tears. It still hurt to think that Nick was truly gone. But she didn't know what to do; her mind rational thinking said that he was gone, they even scattered the dust near his memorial, but her heart was saying that Nick was still here, with her.

Looking to her right, sitting on the bedside table, the Matrix of Leadership lay. Missing its comforting and awe-inspiring glow. Instead, it was just a cold, lifeless piece of metal. Reaching over, Carol picked it up and laid it in her lap. The relic had its shine, but the missing glow gave the ancient and sacred made the metal feel cool, not warm like the Prime she fell for.

"Nick, where are you?" whispered Nick as she held the Matrix close to her body. Hanging around her neck, her necklace pulsed for a moment, then suddenly the small device began to grow brighter. It began to warm slightly. The unexpected brightness caught Carol off guard as she released the Matrix of Leadership to look down at her chest. Grabbing the chain of the gift, she pulled it out to look at it directly. Without warning, she took a sharp breath in as her vision suddenly swam in blurriness. Several images and events entered her mind.

The first of these events was Nick's sacrifice, releasing all the power the Matrix stored within, his body turning completely white. The next image was him shattering into dust and the Matrix without any power. A whispering voice filled Carol's, chanting some words she didn't understand.

_'SEGLAS NITONDE.'_

Her vision suddenly went blurry once more, flashing short pieces of a location. It was a green landscape, white cliffs that overlooked the ocean, but within the ocean laid an ancient and powerful artifact. The chanting in her mind suddenly stopped. This time, she saw Nick standing before her, pointing right at her.

 _"Vvvvveeeeeccccctttttooooorrrrr Sssssiiiiigggggmmmmmaaaaa."_ Nick hissed towards her.

Carol sat up in a cold sweat, gasping in fear as she looked around wildly. What the hell just happened to her? Running her fingers through her hair, she tried to make sense of what she saw. What was Vector Sigma? What was that place? And what was the meaning of the chanting?

"What... what do you want me to do Nick?" begged Carol as she picked up the Matrix of Leadership, hugging it close, failing to notice her necklace lose its glow.

"So Prime really is gone," said a grave voice, startling the once intrigued girl to spring to her feet, Matrix of Leadership clattering to the floor as she adopted a combat stance, both her fist engulfed in gold energy. Standing in the doorway, or more correctly, leaning against the doorway, a tall middle-aged man with black Kevlar body armor, combat boots, a trench coat and a hood that cloaked his head from view. A bracelet-like device sat on his wrist while his arms were folded across his chest.

"Who are you? How did you get in here?" demanded Carol, really not in the mood for games.

"So," drawled the figure as he pushed off from the wall to walk right towards the blonde, unphased by her aggressive behavior, "this is what the great Carol Prince has been reduced to? A shuddering wreck without Prime by her side? Granted, you are faring far better than most Cybertronians who had a Spark Bond and their mate was to die tragically."

"Who are you?" demanded Carol harsher, storming right towards the mysterious figure to glare right into the hood. Whoever it was returned the glare, the faint glow of red came from the shadowed hood. Then, a raspy chortle emerged from the man.

"There is the fire I expected to see," chuckled the figure as he stepped away and clasped his hands together behind his back, "but for your question, I am just a being who is serving his penance issued to him by a benevolent space god you are familiar with."

"Primus..." whispered Carol to herself as she lowered her guard slightly.

"One in the same," confirmed the mysterious guest as he turned back towards the woman, "as for my purpose, I have charged or rather recommended by Primus to help the Avengers return a lost ally and husband to his spouse."

"How did you-"

"When you've been around as long as I have, you learn to distinguish lovers, but do you truly deem it wise to keep your relationship a secret from your allies?"

Carol was sent through another loop, trying to find some argument but then she narrowed her eyes dangerously as she glared at the stranger, "How do you know about that?"

"I've been keeping my eyes on Prime for some time, making sure he lives up to the name of his predecessors. But that is not important right now," explained the stranger, but he quickly returned to his main focus, the Matrix of Leadership, "May I see the Matrix of Leadership?"

"Like hell, you can." Carol snapped as she stepped back to put herself between him and the device that made Nick who he is.

"I'm not asking you to give me the relic, I merely wish to see it." retorted the stranger, a little more annoyed if his tone was anything to go by. The two stood exactly where they were, neither of them making a move until, with an exasperated sigh, Carol stepped back and used her right foot to hook her toes in one of the handles and toss it up so she could catch it. The figure cocked his head to the right as if in thought; contemplating a few things.

Pulling up the device on his wrist, he pressed a button on it. The heroine tensing as she pulled the Matrix back defensively as a holographic screen appeared above his wrist. A small video appeared, the same one when Nova sacrificed himself. The stranger bobbed his head slightly, almost nodding. Then, what started as a whisper, turned into a raspy chuckle.

"Oh, he is clever." murmured the stranger to himself as he watched the Matrix lose all its power and the body of Prime turn snow white.

"Alright, start talking," demanded Carol harshly, fed up with whoever this guy was and why he wasn't giving her any straight answers.

"In due time, what I can tell you is that there is a way to bring Nova back to the realm of the living, all you need do is listen to what I have to say."

"Why should I trust you?" she retorted, eyes narrowed into deadly slits.

"You shouldn't," replied the cloaked figure as he turned to look right at Carol, "but if you want to see your husband again, I suggest you listen to what needs to be said." With that, he turned to leave the room, not caring if Carol tried to stop him, "But if I were you, I'd get dressed, the Avengers will require you in about thirty seconds."

"Wha-" Carol began but was suddenly cut off when a chime sounded.

 _"Excuse me, Ms. Danvers, but you and the Avenger's guest are required in the Assembly Hall. Primus has also asked you to bring the Matrix of Leadership with you for discussion,"_  informed Jarvis politely as the A.I. transferred itself to another part of the Mansion. Glancing over his shoulder, Carol didn't need to know that he was smirking smugly at her. Frowning angrily, Carol spun on her heel and picked up her uniform. Just what did this guy know?

* * *

 

**_Avengers Mansion, Assembly Hall._ **

All the Avengers were now gathered in the hall. Hulk, Thor, and Warpath kept a critical eye on the mysterious figure, whoever he was. At the table, Carol sat at the center of attention as the heroes, deity, and Prime were all gathered.

"As you all may know, Nova Prime was lost just two weeks ago," began Primus, using a neutral but regretful tone as he addressed the team of heroes, "but there may still be hope to return him back to you all."

"Really?! How?! When?!" jumped up Wasp as she nearly flew right over to the god had Bumblebee not caught her in his hands and held her back.

"In order to explain that, we must first explain his connection to the Matrix of Leadership," began Micronus as he looked to Carol, "Carol, would you please present the Matrix."

With a nod, the girl stood up from her chair and took out something that had been resting in her lap. Placing it gently on the table, a quiet clank of metal broke the tense silence of the room as the Matrix of Leadership was presented. But what caught all the heroes' attention was the lack of energy that once filled the sacred relic.

"Uh, last time I checked, that thing used to glow blue," pointed out Tony as he pressed a few keys down on the table, the scanning software inside the roundtable began to run a few diagnostic checks on the mysterious device.

"That 'blue glow,' Iron Man, was the Wisdom of the Primes' taken physical form," informed Micronus.

"And what allows Nicholas to be so wise and efficient in combat and gives him the authority of a Prime," added Ratchet, earning a nod from the Minicon Prime as he continued.

"Still doesn't explain how Nick gets back," grunted Hulk as he folded his arms. The green giant stood near the edge of the room, not fond of sitting around, especially when the chance to get Nick back was being wasted talking instead of doing something.

"Quite right, Hulk," pointed out Primus, clearing his throat as he started to explain why the Matrix was so special to his son's life, "The Matrix of Leadership is extremely important, and when a Prime passes on, it would normally be given to the next being it deems worthy. But in this, that is not so, for the Matrix is devoid of the information and wisdom it contained, given physical form as a mystic power; a sort of energy, if you will."

"That energy is tethered to Nicholas' soul. Giving him a stronger connection and control of that power than any Prime before him," spoke up Micronus, that detail was extremely important. Not just to the heroes, but to the Prime's themselves. T'Challa and Ratchet were the first to catch on, both adopting a surprised expression, though, T'Challa's was slightly more composed than the doctors'.

"When Nicholas unleashed the power of the Matrix, he did more than just surrender its energy, wisdom, and connection to the Primes," surmised T'Challa as he folded his hands together and shut his eyes, "he surrendered his own soul as well."

Each Avenger looked at each other with different levels of shock, Nick really gave his own life to save them all? But if he did, then none of them would be here. So what were they missing?

"Wait, wait, if Nick did actually buy it, then we wouldn't be here would we?" stated Iron Man pointedly as he glanced between Micronus and Primus.

"And you would correct, Stark." stated their mysterious stranger who had been up until this moment, silent while leaning against the wall of the Assembly Hall.

"Sorry to be blunt, but who exactly are you?" asked Cap, turning from the table to look at the stranger.

"His identity is nothing you should be worried about, but it will be revealed soon enough," interjected Primus, trying to get the discussion back on track, "And to answer your question, Mr. Stark, normally, when a Prime perishes, the Matrix of Leadership would normally go to the next being that is deemed worthy to bear it."

"But since the Matrix is devoid of its previous power, the relic would require refilling at the repository of the Wisdom of the Primes: Vector Sigma," concluded Micronus as he hovered around the seated heroes.

"This Vector Sigma is like a backup drive with all of the memories of the Primes," suggested Hawkeye, trying to make a little sense of the situation.

"Vector Sigma is way more than just a computer, Bowman," cut in Crosshairs as he leaned on the table, "things supposed to be a magical wellspring of knowledge or something."

"Great!" chirped Jan as she escaped Bumblebee's hands and returned to full size so she could stand on the floor, a hopeful and excited smile on her face, "So we just go to the Vector thingy, download all of Nick's memories, the Matrix gets it's power back, and Nick gets brought home! Easy; so where is it?"

"Originally, Vector Sigma resided on Cybertron," sighed Ratchet, knowing this might be coming around, "but since the Vault's discovery, a few Decepticons tried to break in and steal Vector Sigma, but it vanished when the vault was indeed opened."

"Likewise, Vector Sigma can only be accessed by a Prime, or one chosen by a Prime," added Primus, looking right at Carol, the blonde giving him a confused look.

"Me?" asked Carol, the deity nodding, a mischievous and knowing look in his eyes.

"Carol, did Nick happen to give you a small device, or a necklace by any chance?" he asked, cocking his head slightly to the right as he rested his hands on his cane.

"Yeah, he gave me his mother's necklace when we went to my parent's for Christmas," replied Carol as she took out the necklace and showed it to Primus, however, the Autobots all gaped at the small trinket, while Jan snuck over to get a look of the necklace herself.

"Carol, that is no necklace," breathed Ratchet, eyes widening slightly as he saw the device.

"Well what is it?" asked Carol, confused but also a little annoyed with Nick. He gave her something that seemed incredibly important, but he didn't even bother to tell her what it was.

"That is the Key to Vector Sigma, you're holding one of Cybertron's most sacred relics," informed Micronus for Ratchet, wanting to move this discussion along.

"So what's  _the_ most important?" asked Wasp. Jazz and Warpath gave her a deadpanned look before they both pointed at the Matrix of Leadership, "Ooohhh, right."

Carol, on the other hand, did not pay any attention to the brunette's question as she stared at the little device in her hands, Nick trusted her so much that he willingly gave her one of the most valuable things in his entire culture? A swell of honor and pride rose inside her as she now understood that Nick would always trust her, no matter what.

"The Key will allow you to download the information within the Vault then upload it into the Matrix of Leadership," continued Primus, strolling around the table, "however you must make haste, Galvatron has no doubt been monitoring us and will do everything he can to stop you."

"Other than Galvatron, we still have another problem," interjected Bumblebee, bringing up a very important point that many of the Avengers and Autobots may have overlooked, "we have no idea where Vector Sigma is since it vanished."

The heroes all looked down in realization, they hadn't even thought about that. Even with the Key, it would be pretty much worthless. They should have known it was never going to be that easy; their heroes, since does anything ever come easily to them? But every once in a while, they will catch a small break.

"You mustn't worry too much, my friends," reassured Primus as he stopped his stroll just behind Carol as he used his cane to point to the Key, "like the time Optimus lost his memories, the Key to Vector Sigma will guide you, but even if Nicholas did not give you the Key, Carol, you would still be able to find it."

"How would Carol be able to find Vector Sigma? If I recall, she didn't even know what it was until today," pointed out Captain America, bringing up a very valid point.

"Because Carol is a Prime herself," answered Minconus nonchalantly.

The reaction was expected on the two celestial's part, prepared for the shocked, confused, amazed, and downright flabbergasted expressions from the heroes. But none of them were more shocked than Carol as she stood up and spun around on her heel to face Primus and the mischevious smirk on his face, trying to find some words before she gave up in favor for one simple word.

"How?"

"Do you recall how you obtained your powers, Carol?" asked Micronus as he hovered towards the blonde heroine, going over the table to look at her directly. She nodded, remembering how Nick saved her life and accidentally gave her some of his powers, "When Nova saved, he indirectly activated his powers in order to create a small shield around you and himself. But despite the ability to withstand the explosion, his concern was focused solely on you, and that concern indirectly summoned the power of the Matrix."

"As a result, some of that power was transferred to you; which is why you are a bit more open-minded, why you agree that a hero's duty is to every innocent being, and not just who the military or government tells you to protect," concluded Primus as he rested a hand on Carol's shoulder, the astonished look on her face said it all, "you are a Prime, or at the very least, an honorary Prime."

"To that end, you must trust Nicholas to guide you to Vector Sigma," added Ratchet, standing up from his chair and making his way to the blonde heroine, "It is said that 'the path of the Primes shall guide you.'"

"Then I suggest we stop wasting time and begin moving," said the shadowy figure as he approached the heroine, who narrowed her attention on the man as he came closer, "I do believe Prime has already given you a hint as to where it is."

"Carol?" asked Jan, giving her a worried and confused expression.

"While I was on my 'break,'" she began, using air quotes as she said 'break', "I don't know what happened but I had this-this vision. I saw an old Cybertronian ship, like a spire with a ring at the very top. There were also large white cliffs nearby, and the ship itself seemed to be below the ocean."

"We've got a description, now to see which one fits Carol's description the best..." muttered Iron Man as he pressed a few keys on the table. He would be lying if he said this entire thing with living technology from space using mystical whatever wasn't giving him a massive migraine; magic and technology are two completely different things so the idea of an entire race of living robots using mystical energy or magic was just weird to him. But the universe was never known to be simple. After a few moments of typing, Iron Man came up with a few locations, about fifteen in general.

"There," indicated Carol as she pointed to the White Cliffs of Dover.

"The White Cliffs of Dover," identified Ratchet as he brought up the name of the location.

"The Key to Vector Sigma will guide you from there," informed Micronus, however, his expression turned hard as he looked to all the heroes, "but once you arrive, Carol must enter alone. Only a Prime can enter the vault."

"And time is running out," added Primus grimly, "Galvatron's forces are mobilizing and will stop at nothing to stop you. You must enter the vault and download the information and energy necessary to return Nova back to the realm of the living before Galvatron fings you."

"Then what are we waiting for?" demanded Hulk, as he punched his left hand in his right palm.

"But we are still at a disadvantage," T'Challa suddenly spoke up, drawing everyone's attention, "we still do not know the upper limits that Galvatron now possesses thanks to the relic he stole."

"I agree: what is that thing?" asked Iron Man, turning to Primus.

"That relic you encountered was no mere device," said the shadowy figure as he spoke a bit more, "it is the Dark Spark."

"What is that?" asked Wasp, a little worried now.

"The Dark Spark is the antithesis to the Matrix of Leadership," explained the figure as he began to slowly make his way around the room, "where the Matrix grants Wisdom, the Dark Spark empowers its master to bend the very fabric of the universe, and its inhabitants, to his or her will."

"So we're going to fight a god," stated Warpath, earning a curt but somewhat respectful nod from the figure. After a few moments, the Wrecker shrugged, "what are we waiting? We fought Megatronus when he had the Odin Force under his control, didn't we?"

The Avengers looked at one another for a moment; they did fight Megatronus, but they were mostly getting tossed around until Nick came in and finished the fight. But he wasn't here anymore or wasn't here until later on. Hulk grunted in anticipation for the fight as he cracked his knuckles. Wasp, Bumblebee, Jazz, and Crosshairs glanced at one another before nodding; they were in this. Captain America, Iron Man, Black Panther, Ratchet, and Hawkeye also shared a similar look before turning to Carol.

Looking down at her hand, she held the Key to Vector Sigma; their best bet for bringing Nick back to them. He trusted her with it, and she wasn't about to let her husband down. Closing her hand around the device tightly, Carol shut her eyes for a moment before opening them, her gaze fixed on the heroes and 'ally' in the room. Each one of the Avengers could see the raw determination in Carol's crystal blue eyes.

"Let's go bring Nick back." stated the heroine with conviction.

* * *

 

**_Quinjet, Atlantic Ocean_ **

They needed to do this; for Nick, for them, and for Carol.

Each hero had geared up with extra weapons or whatever they felt they needed. The Autobots were each given a Decepticon Hunter; Bumblebee brought his twin Energon pistols, a handheld shield generator, and the enchanted hammer he was given by Sif. Warpath went all the way and picked up an old Ion Displacer, a massive tri-barreled cannon that was meant to be stationed on a turret stand but can be used with one hand if necessary. Crosshairs was coming equipped with extra Plasma SMGs and an assortment of grenades. Jazz also got some Energon pistols but also opted to grab his plasma nunchucks, and a sonic grenade to go with his Disruptors.

The other Avengers were coming prepared for the battle as well, most had brought an extra sidearm or something. Hulk, being the only one not with an extra weapon, but he was more than ready. In short, these heroes were preparing for the absolute worst to happen. The heroes were split into to two teams, each team in one Quinjet. Ms. Marvel was standing in the middle of one of the Quinjets, her right hand clasped around the Key to Vector Sigma while in her left was the Matrix of Leadership.

The plan was to find the vault and get Carol inside so that she can download the information of Vector Sigma into the Key then upload that information into the Matrix of Leadership. While it would make more sense to just download the information from the repository of the Wisdom of the Primes directly into the Matrix of Leadership, it was discovered that without the energy needed or a vessel, the Matrix was unable to link to Vector Sigma. Which made things a little more difficult than they should.

But that did not matter.

What did matter, was that they bring Nick home.

But a few heroes were very, very reluctant to trust their 'ally' who had come along with them for the coming fight.

"Does he really have to come with us?" whispered Wasp to Captain America, both of whom were sitting in the pilot and copilot chairs, the former glancing over her shoulder to look at the shadowy figure who had yet to reveal his identity and his stake in this whole thing. Other than the fact that Primus had sentenced him to some sort of punishment.

"Yes, 'he' does, if you want to bring your friend back, I would suggest you take my word into consideration regarding the Dark Spark." spoke the figure loudly as his hearing was more than adequate to hear the brunette.

Wasp, Ms. Marvel, Jazz, Bumblebee, Hulk, Cap, and Warpath glanced at one another for a second before returning to the skies ahead. The trip had been mainly in silence; even Jan was strangely quiet, only asking a few questions or trying to lighten the mood somehow. But right now, even she felt that jokes could be left alone.

 _"Avengers,"_  said Iron Man suddenly through the comm. system, his voice gaining the attention of all the heroes inside the jet,  _"we've arrived at the Cliffs. Okay, Carol, it's up to you and the necklace of yours."_

"Copy that," answered Carol as she held the necklace close to her her, eyes closing as she tried to do...something. Nick didn't give her any instructions on how or in what way the necklace worked. He didn't even tell her that the necklace wasn't even one.

A frustrated sigh escaped Carol as she turned, but the second she did, a glow from the Key illuminated the cabin of the Quinjet. The heroes looked at the small trinket in wonder while the cloaked man just tilted his head to the right slightly. Carol held out the key, turning her whole body until the necklace flashed again, brighter than the last time.

"I've got a lead," announced Ms. Marvel as she suddenly began hovering in the air, "I'll head outside and take point."

"Just try to keep close," cautioned Captain America; Carol nodded as she flew to the back of the Quinjet, pressing the open switch on the aircraft and flew out.

Carefully holding the Key to Vector Sigma, she held it out in front of her, shifting in the air, turning slowly until the same flash reappeared, "This way."

Not waiting for a reply, Ms. Marvel flew close to the white cliffs, the glow of the Key getting brighter and brighter. They were getting closer, she could feel it.

 _'Just wait, Nick, we're coming,'_ thought Carol to herself as she flew ahead of the Quinjets,  _'but when you are back, we're gonna have a long, **long,** talk.'_

 _'I can already hear the funeral music,'_ mused Amalagamous, chuckling but also pitying his brother; Nick was in for a world of pain.

* * *

 

**_Galvatron's Dimension_ **

The power.

There was so much power!

Galvatron had the power to warp reality to his liking, and he had destroyed the one being who could stand even remotely close to him. In all honesty, he was having a pretty good day.

"Lord Galvatron, sir?" asked Nitro Zeus, stepping towards the warlord without a lot of fear, but still slightly cautious, "What exactly are we supposed to do now?"

"Whatever it is we desire!" announced the Decepticon as he stood from his stone throne, "Nova Prime is gone, but the Avengers still pose a threat. A threat that we can not-"

"Uh, boss?" asked the hunter in confusion as Galvatron suddenly stopped midsentence, his optics shifting slightly as they looked around, seemingly tracking an invisible object. Without any reason, Galvatron opened a window directly in front of him.

On the surface, a view of the Avenger's meeting appeared. While he mainly tuned out parts that he didn't think were important, Galvatron's once merry expression turned into a hateful and enraged scowl: Nova Prime was somehow still alive.

"Galvatron, sir," spoke Nitro Zeus a little louder, actually shaking his 'forced leader's' shoulder to gain his attention, "what's wrong?"

"Prime is still alive," hissed Galvatron in absolute fury, his fists shaking in rage as the Decepticon tried to make sense of the situation

HOW?! IN THE DARKEST CREVICE OF THE PITS OF KAON, WAS PRIME STILL ALIVE?!

"NITRO ZEUS!" Bellowed Galvatron, causing the hunter to snap to attention, "SUMMON KICKBACK AND HIS ENTIRE SWARM! WE LEAVE IMMEDIATELY TO DESTROY NOVA PRIME, ONCE AND FOR ALL!"

* * *

 

**_White Cliffs of Dover, England_ **

Time was of the essence, and something was telling her that they were close.

Ms. Marvel was flying close to the ground, well, closer to the cliffside as she and the other Avengers flew alongside the stone walls cut by the constant waves and the occasional storm. If it had been for any other reason, they might have taken a moment to admire the sight, but right at the moment, the cliffs were nothing more than a blur as the heroine led the team of heroes to wherever the Key told her.

She needed to do this, for Nick. She was so close, like the answer was literally just beneath her.

After a few more moments of flight, the Key to Vector Sigma began flashing, catching Carol's attention as she flew down to the edge of the cliff and landed on the soft grass.

"The Key just picked up something; we're close," she informed, not even trying to hide the relief and joy in her voice that they were nearly there.

 _"Right, we'll land the Jets and be down with you in a second,"_ replied Captain America as both Quinjets flew closer to the ground. The red and white aircrafts hovered closer to the ground, the thrust from the engines caused the grass to be blown around in random directions. Lowering to the ground, the aircrafts extended their landing gear and both vehicles touched down.

Ramps from both jets extended and the Avengers disembarked from their respected transports. Wasp flew ahead to group up with Ms. Marvel as the blonde began looking around, trying to find some clue amongst the grass. Hawkeye, Black Panther, Jazz, Crosshairs, Iron Man, and Captain America opted to look around the area with Wasp while Warpath, Bumblebee, Hulk, and their 'guest' assisted and made a small perimeter to make sure no surprises got past them.

"So, what exactly are we looking for?" asked Wasp as she flew around, eyes focused on the ground for any sign, clue, or oddity that could be what Nick had led them to.

"I could be anything; a rock, panel, trap door, whatever," answered Iron Man as he used his suits scanners to take several readings of the ground for anything out of the ordinary, "just keep looking, it has to be here somewhere."

Each Avenger was searching the ground, Crosshairs flipped his goggles down and began searching as well, Jazz was also looking, moving some rocks around and just checking underneath whatever he could find. The others were also using whatever method they knew to search the grassy plains. But despite their best efforts, they weren't finding much among the grass and rock.

But while the heroes were looking around the grass, Carol decided not to use her eyes or senses but instead decided to trust Nick. Taking both the Matrix and Key in her hands, she held it close to her chest, a deep breath in and a slow release out.

She was close, really close.

Walking away from the group of heroes, Ms. Marvel headed towards the edge of the cliff, the churning waves broke against the rocks below. Another breath in and a slow breath out.

_Here._

Suddenly, the Key to Vector Sigma began glowing brighter, almost heating up in Carol's grip. The action jolted the blonde out of her small daze as she looked down at the Key.

"Guys!" shouted Carol as she turned around, gaining the attention of the heroes, "I've got something!"

Not needing any further reasoning, the heroes quickly made their way towards the blonde, taking a look for themselves. The Key was glowing even brighter now, which sent the heroes through a loop at what they felt next: the ground had begun to vibrate.

"Energy levels are spiking off the charts," informed Iron Man, using his suit's systems to bring up an energy spectrum graph showing a rising power source coming from the ocean, "this power is like nothing I've ever seen."

"Well you're in for more surprises, Tony," quipped Hawkeye as he gestured to the water below, "look."

The waves that were once crashing against the steep cliffs of the White Cliffs began to become more powerful, a particular area began to bubble before several eruptions of gas sent a spray of salt water into the air. The mist and spray rained down on the heroes, but they didn't notice, not with what was emerging from the raging water.

Breaking the surface with a burst of mist, foam, and water, a massive ring could be seen. Water poured off the edges of the massive structure. If Carol had to guess, the diameter of the ring was about 900 feet. A cross-section was connected to the ring, and as the ship rose higher a large spire was revealed. The structure continued to rise from the water, continuing for a while, water running off the walls and tower that now loamed over the heroes.

The Avengers were in absolute awe and some minor confusion: how does someone lose something or not noticing something like that?

"This is it," realized Carol as the ship came to a halt and stopped just at the edge of the cliff, "This is the ship from my vision!"

"Great," cheered Wasp as she flew into the air, but then quickly came back with a perplexed expression, "so uh, how do we get in?"

As soon as the question was asked, the Key began flashing brightly. Carol glanced down at it, as did the Avengers. The flashing continued on for a few seconds until the entire ship lit up like one of those neon signs you see in Las Vegas. Light blue seems raced across the hull of the ship, forming intricate patterns and symbols. It was one particular symbol that drew the attention of the Autobots and the stranger.

"There's now way..." breathed Crosshairs in disbelief. The glowing seems of the ship lost their glow without warning and the grinding of metal and the shifting of gears filled the once peaceful air.

On the side of the ship, the hull folded in on itself, transforming back in pieces as it revealed a fairly large doorway. Emerging from the side, a small bridge slid out and stopped right at the edge of the cliff just in front of Carol. The entrance of the ship was relatively dark until several overhead lights activated, illuminating the once shadowed and gloomy ship. The entrance itself was about twenty feet tall by fifteen feet wide, an enormous entrance by human standards.

"Woah..." gaped Hawkeye as he walked up the bridge to take a look inside. Carol followed closely behind as she took a look herself, and boy was she amazed.

Lining the hallway was dozens of markings on the walls, all of which were Cybertronian, but what really impressed the heroes were the fifteen-foot statues that stood in the entrance. There were twelve in total, each resembling an ancient Cybertronian knight, armed with either a sword, axe, spear, or mace. If any of the present heroes or Autobots were being honest, they looked extremely intimidating.

"The Twelve Guardian Knights of Iacon," breathed Bumblebee in awe as he saw the legendary warriors. He had heard the stories when he was just a sparkling before the war broke out, but he never really thought they were real.

"Okay, we're in," interrupted Iron Man, stepping forward to get the attention of the entire group, "since a Prime is the only one allowed in the vault, Carol, you better get going."

The heroine nodded as she floated up into the air then flew down the hallway of the ship. But as soon as she passed one of the Knights, a distinct metallic groan escaped the statue.

"What the-" she began when a red Guardian began moving but was cut off as it roared at her.

"INTRUDERS!" bellowed the Knight as he rushed right toward Ms. Marvel, sword raised and swung right at the blonde. The weapon collided with her body, forcing the air from her lungs as Ms. Marvel was sent hurtling to the metal floor, denting the surface as she collided with it.

"Ms. Marvel!" shouted Captain America in surprise as he saw their friend get struck down. Before he or any of the other heroes could head over to assist her, more Guardian Knights began awakening.

A Knight appeared behind Hulk and smashed his mace down on top of the Gamma hero, crushing him into the floor. Hulk growled in anger as he tried to get up on to be forced back down as a metallic boot planted itself in the center of his back. Warpath tried to head over to help, but two Knights attacked the Wrecker, grabbing his arms and forcing the Autobot to his knees. Wasp, Hawkeye, Bumblebee, Crosshairs, Jazz, Iron Man, Black Panther, and Captain America all went on the defensive as the Knights surrounded them.

Before anyone could make another move, Ms. Marvel's voice rang out, "Wait, stop!"

Both parties stopped, excluding the ones holding Hulk and Warpath down as they only looked up at the blonde girl whose voice held the same kind of tone as that of a Prime. The lead Knight, the one who was first to awaken, and also attack Ms. Marvel, stepped towards her, his sword in hand his orange optics that burned with some internal fire was locked completely on Carol.

"Leave these hallowed grounds," demanded the ancient Knight in a grave and slightly metallic voice as he flipped his sword in his right hand.

"Not until I get what I came for," retorted Carol without hesitation, her tone left no room for argument.

"Then what you came for, is your own destruction!" roared the Knight as he raised his sword.

"Ms. Marvel!" shouted Iron Man, aiming his Repulsors to fire at the Guardian. But before anyone could move, a bright light erupted from Carol's chest. Not like her Energon blasts that she could fire, but a ray of white light show into the air. Glowing almost like a pillar, it stopped just a few feet above her in the path of the incoming sword.

To the shock and amazement (excluding the stranger), the sword crashed against the ray of light and stopped right then and there. A metallic clank echoed through the hallway, the Knights were frozen in place, the orange optics of the Leader burned not with the sense of duty, but now a fire of respect. Pulling his sword back, the Knight held out his blade above Carol.

"Seglas Nitonde." said the Knight as he held his sword out in front of him, almost like he was hailing to Carol.

"Seglas Nitonde." said another Knight, this one holding an axe in his hand. The other Knights lowered their stances, even the ones who held down Warpath and Hulk released them and stepped back so that they may also raise their weapons in a similar stance.

"Seglas Nitonde." echoed the Knights in unison as they paid respect to the Prime.

"This is so cool," gushed Wasp, forgetting that they were attacked just moments ago.

"Forgive me," said the Lead Knight as he knelt before Carol, "I did not realize you were a charge of Prime."

"I'll forgive you later," replied Carol as she floated into the air, her eyes glowing gold, "right now, I need to get to Vector Sigma."

"Then access is yours," granted the Knight as he stood up and stepped aside, the other Knights also moving to allow Carol a path.

They had access. Carol couldn't fully believe it. She felt a sense of relief and joy well in her chest. They were so close. Just a little longer. However, despite the mood, the great timing, their luck for not having run into Galvatron yet, a sort of dread pitted the back of her mind.

That's when the one sound she had hoped to never hear today echoed behind her, roaring like thunder and echoing like a shout in a cave, a distinct and unforgettable cackle shattered the once good mood of the heroes and heroines.

"So, Vector Sigma is here on Earth?" drawled a sarcastic voice. Anger, fury, and distaste replaced joy, relief, and pride as Carol spun around in the air, eyes narrowed, her entire body glowing a bright gold as her hair wove through the air; Ms. Marvel locked her attention on the one who nearly killed her husband.

Galvatron.

"YOU!" seethed the blonde as she saw the silver and black Decepticon standing three hundred yards from the ship. Behind him was one of his Groundbridge portals. Flanking his left and right were Nitro Zeus and Kickback, the former had his crossbow blaster extended while the latter had his claws readied. From the portal, an enormous swarm of Insecticons spilled out, the insects formed up behind their masters' master. Hercules Beetles transformed into the robot modes, shrieking angrily while Swarmers formed around the grassy area. Also emerging from the portal, a few Brusiers snapped the mandibles with a metallic clank as the hulking insects actually caused Wasp to hover a bit closer to Bumblebee.

"So, I assume these relics are the fabled Guardian Knights," mocked Galvatron as he held out his right hand, not to attack but to make a gesture. But still, the Avengers tensed as they saw violet energy dance across the monsters fingertips, "I will be an honor to eliminate such legendary warriors. And an even greater honor to fall at the hands of a King."

"Ms. Marvel, get to Vector Sigma, we'll hold off Galvatron for as long as we can," ordered Captain America as he readied himself for the coming fight. The instruction from the super soldier drew Carol's attention; did he seriously want to run from the bastard that destroyed Nick?! As if reading her mind, Cap added, "I'm not saying you should run, but we need Nova here and you're the only one who can bring him back."

"Agreed," concurred Black Panther, not bothering to take his attention of their enemies, "go restore Nova; only he can defeat Galvatron and the Dark Spark."

Carol looked down for a moment, almost considering just ignoring them and going to fight Galvatron. He hurt Nick so much, emotionally and physically, so how could they just expect her not to go fight him?

 _'Carol,'_ the deep baritone voice of Optimus echoed in Carol's head, causing the blonde to jolt slightly but regain her composure,  _'what would Nick want you to do?'_

A sigh escaped Ms. Marvel, her eyes shut as she knew exactly what Nick would want her to do. He would want her to listen to the others, to do what she needed to. But that didn't mean she didn't like it. But they were right. She had to go.

"Just hold on for as long as you can," she requested before taking off down the hallway deeper into the ship and to the vault.

The Avengers, Autobots, and Guardian Knights all stood defiantly against the massing swarm of Insecticons. Each hero readied their respective weapons as they prepared for the coming fight.

"Will you help us in this fight?" asked Bumblebee to one of the Knights.

"Dragonstorm is at the Prime's command," responded the Knight, "she has asked us to defend this sanctum, and we shall do so until our dying breath."

With a nod, the heroes, Autobots, and Knights all stood ready. Galvatron watching them with a mocking smirk merely raised his hand before gesturing forward. Explosively, the Insecticon Swarm rushed right towards the Avengers, the heroes charged as well. The Knights leading the charge, their bodies transforming and merging into one form. The Twelve Guardian Knights began to form a massive form, stretching fifty meters in length while seventy-five meters in width. Three bestial heads emerged from the main body as a long tail emerged from the end. Two small arms transformed out from the body as two powerful legs also formed.

A roar louder than any monster on Earth could produce, caused the ground to tremble as a massive three-headed dragon rose into the air. Held aloft by its' massive wings, Dragonstorm led the charge with the Avengers. Their mission: buy Ms. Marvel time to restore Nicholas Prince.

* * *

 

**_Inside the Guardian Ship_ **

Carol flew where the Key led her, cutting corners in hallways, making tight turners, and just once, breaking through a wall. Nothing would stop her from bringing back her Nick. She had to do this, not just for herself, but for Nick's family, Primus, and the Avengers. The glow of the Key to Vector Sigma provided a nice makeshift flashlight since the interior of the ship lacked functional lighting in certain areas. She just wished the ship wasn't so huge or have some many different corridors.

But still, she could feel she was getting closer. The pull in her chest was saying that her goal was right around the corner. And the key seemed to agree as it glowed brighter.

Flying around another corner, Carol stopped in her place as she came to a dead end. A large door seemed to stand in her way. She almost considered using her powers to blast the door off, that was until the Key glowed brighter for a second, the door itself began to light up in response. An intricate pattern of cyan blue lights that resembled the Key shimmered in the darkness. The door suddenly broke apart, its metal plates sliding back with the screeching groaning of metal scraping against metal. Inside, an enormous room was displayed to Carol.

 _'This must be it,'_ thought Carol as she flew into the room, a large platform rested at the center of the dull grey room. Some sort of mechanism was positioned just above the platform. At the center of the mechanism, two octagons were built into the machine, but suddenly, they began to glow a cyan blue, just as the door into the vault had before it opened.

Seeing the shape of the octagons, and the shape of the Key, Carol guessed that the Key fit in the center of the inner octagon. Landing on the metal floor, Carol walked over to the mechanism, her hand gingerly grasping the Key in her right hand. Carol held it close to her chest. Nick had entrusted her with one of his cultures most important relics. He gave his life to protect them all because he loved them all; she would not let him down.

Taking hold of the silver chain, Carol gently removed the links to avoid damaging the ornate device and placed it in the center of the octagon. The second she put it down, the Key began shifting, growing bigger as the small plating transformed out. It was getting so big that Carol had to take a few steps back so it could achieve its full size. In a matter of seconds, an object that was once only an inch in size was now about six feet.

At its full size, the platform beneath the mechanism began to react to the presence of the Key. Cyan patterns lit up the entire floor, forcing Carol to shield her eyes slightly as the brightness hurt her eyes. Being in the dark only to be suddenly thrust into light has that effect on a person. But if she thought the only surprise was the Key growing in size was the only one, Ms. Marvel had no idea.

The mechanism Carol stood on suddenly began retracting back, "Okay, Nick what are you doing?" she muttered as the sudden movement nearly knocked her over. The mechanism then came to an abrupt halt. When it stopped, the heroine hovered into the air, expecting some more movement as was humored as the mechanism and the Key locked inside began to flip up so that it now stood at a ninety-degree angle.

Floating back to the floor, Carol landed in front of the Key to Vector Sigma, waiting for something to happen. And happen, something did. The platform behind the key and mechanism began to shift open. The heavy clanking of plate and metal echoed throughout the entire room as a brilliant light began to fill the darkness.

Emerging from a hidden chamber, a low rumbling echoed through the ship. Carol took a few steps back to see something beyond anything her childhood imagination could even think of. A brilliant orb of light began to slowly rise into the air. Three silver white rings flipped around the central orb. The light completely illuminated the entire room.

Carol had to take several steps back to get the full view of the massive vessel. That's when she realized that this wasn't just some sort of energy, this was the collected wisdom of the Primes. This was Vector Sigma.

"This is...Nick this is amazing." breathed Carol in absolute awe. On the mechanism, veins of cyan light began to feed into the Key to Vector Sigma. The glow the relic gave began to grow brighter.

In Carol's left hand, the Matrix of Leadership responded with a very faint glow, shaking slightly. Looking down at the sacred device, Ms. Marvel saw the symbol of the Primes low light. Looking between the Key and the Matrix, she understood what was needed.

Holding out in front of her, the Matrix of Leadership began to glow brighter, then a beam of energy shot from the Key of Vector Sigma into the center of the Matrix. The glow began to grow brighter, energy began to flow from the air out of seemingly nowhere and form around the vessel.

"Commencing transfer, I hope," informed Ms. Marvel, though that last part she said quietly to herself.

 _"Let's hope it does take too long,"_ said Captain America as he sounded winded and actually strained.

* * *

 

**_Outside the Guardian Ship_ **

"I'm getting my shield handed to me!" that comment was more true than you think. Cap was currently fending off Nitro Zeus, the giant using his crossbow cannon as a makeshift club, bashing the super soldier across the grassy fields.

The other Avengers were battling the Insecticon swarm with everything they had; Warpath, hanging back and providing cover fire with his Ion Displacer. The massive cannon cut down any Insecticons with brutally and rapid efficiency, roaring as each shot left one of the three barrels. Bumblebee and Wasp were working side by side, taking out whatever Insecticon they could, but thanks to their hard shells, Wasps stings were hopelessly ineffective against the robotic insects. Even the sidearm she brought with her proved to be of little help.

"I really, wish that I had bigger Stings!" exclaimed Wasp as she shot multiple bursts of energy at a Swarmer that was trying to catch the tiny heroine in its jaws.

"Just do what you can, Wasp, we don't need to beat them, just stall until the transfer is complete." reassured Bumblebee as he held one of his Energon pistols in his left hand while he smashed the hammer into the head of a Hercules Beetle.

Elsewhere, Dragonstorm was sweeping across the battlefield, his massive form easily crushing any unfortunate Insecticon that was in his path. The alien dragon pulled back up into the air before diving back down, unleashing a titanic stream of fire, Insections screeched in terror and agony as the three-headed beast roasted them alive. But through the entire fight, one being was holding a stoic expression.

Galvatron strolled through the battlefield, heading right for the ship where his nemesis would be restored.

He could not allow his return.

No.

He would not allow for Prime to return.

"So, this is what has become of you, Galvatron," sneered a voice that sounded hauntingly familiar. Looking down, past a few Insecticons, a man stood in his way, "a foolish Cybertronian thinking himself higher than that of Primus."

"Bold words from such a frail being, human," taunted Galvatron as he lazily raised his right, electricity racing to his palm, "perhaps the Avengers will put them on your tombstone, assuming they survive that is."

A purple bolt of lightning shot from the Decepticon's hand, but to his shock and the surprise of some of the heroes who saw the stranger put himself in the path of Galvatron, the strange device on his hand lit up, a dark lavender energy shield erupted out and reflected the blast of lightning right back at its owner. The bolt exploded when it crashed right into Galvatron, but with the Dark Spark, he was completely unharmed, only just extremely surprised.

"I expected more from someone I trained so many years ago," sighed the stranger.

"Who are you?" demanded Galvatron angrily as his glare leveled into a hate-filled stare at the shadowed figure.

Instead of answering, the body of the figure began to glow a dark lavender, growing in size as metal began replacing flesh and clothing. The hood that hid the stranger's head fell back as two horns appeared. The entire body appeared to be made out of metal, a gunmetal grey to be precise, but with dozens of spikes, each end of the spike looked to be covered in some sort of rust. Long sharp claws made up the hands as purple highlights crisscrossed the body. Blood red optics with white irises glowered at Galvatron, who to his saving grace, held a somewhat composed expression while the Autobots and Avengers, plus Nitro Zeus and Kickback stared in absolute shock.

He was supposed to have exiled himself! Lost in the far reaches of the Galaxy! But more importantly, why in the heck did Primus get this guy's help?!

Standing at nearly eighteen feet tall, a bulky and rough frame, the former Lord of the Decepticons, the one who started the Great War, and the one who infected himself with Dark Energon stood.

Megatron.

"Finally come out of hiding I see," sneered Galvatron, looking at his former master with a hint of resentment.

"You may delude yourself all you please, Galvatron, but the choice to leave Cybertron was my own; the order to disband the Decepticon cause was my own," stated Megatron as he stood over the shorted silver mech, "but there is something far more valuable here for me to claim then the Matrix of Leadership."

"And what might that be?" humored the former student to his master.

"Redemption," replied Megatron, and without any warning, Megatron sprung right at Galvatron, the larger mech grabbing Galvatron by his chest and threw him into an Insecticon Brusier.

Not letting up, Megatron charged right towards Galvatron, the latter roughly shoving the Insecticon away, but could not react in time to escape the wrath of Megatron who grabbed the Decepticon and began to drag him through the dirt before hurling him into several Insecticons.

"Tell me I'm seeing this: we're currently fighting an entire swarm of alien robot bugs whilst protecting an ancient mystic back up drive and our backup is Megatron?!" demanded Hawkeye as he was trying to process.

"You would be right," replied Crosshairs as he fired both SMGs at several Insecticons, forcing the bugs to retreat.

"Just when you think you've seen it all." muttered the archer as he notched an explosive arrow and pulled it back to take aim at Galvatron.

Letting the shaft go, the arrow flew right towards its target, exploding as it collided with his face. The shot clearly caught Galvatron off guard, but he was quick to recover and shoot a blast of lightning at where the Archer stood. Seeing the bolt coming, Hawkeye dove to the side, but the resulting explosion sent him flying due to the shockwave. Many of the man's arrows scattered across the ground while the archer himself struggled back to his feet.

Flying overhead, Dragonstorm and Iron Man flew down to provide support, the former unleashing a hellspring of fire while the latter fired a salvo of rockets. But Galvatron was not so easily deterred as he merely raised his hand and dark violet energy swirled around his arm, originating from his chest and moving down the limb. Collecting the energy at the center of his palm, the Decepticon who was wielding the Dark Spark, produced a devastating energy pulse that not only caused the flames to freeze in motion like time had been stopped but also turned the barrage of rockets into dust.

Rotating his hand, Galvatron turned the flames onto Black Panther, Jazz, Bumblebee, and Hulk. The flames then returned to normal, roaring right towards the heroes. The resulting impact of the flames sent the heroes flying through the air. Upon landing each of them had some sort of injury, Hulk had several burns, Bumblebee, Jazz, and Black Panther had several scorch marks, the latter breathing heavily from heat exhaustion.

Despite the ensuing fight, Galvatron directed his attention to the Guardian Ship. Streams of light blue, almost cyan, energy began to flow towards the ship not unlike the northern lights. But Galvatron knew better, and he knew exactly what the Avengers were attempting to do. He would be damned to the pits if he allowed this to happen.

He would not allow Nova Prime to return from whatever oblivion he had been sent to.

"NO!" bellowed Galvatron, the power of the Dark Spark exploded from his body. Several Insections, or those that had managed to survive up until now and were unfortunately too close to the Decepticon, were blasted into nothingness as the Dark Spark's power raged.

"Avengers! Form up!" shouted Captain America, who had been able to knock out Nitro Zeus with some help from Warpath.

The remained Avengers gathered together, Dragonstorm let out a massive roar as he dove first at the Decepticon. To the shock of the Avengers, Galvatron merely backhanded the titanic beast to the side with little effort, the Guardian tumbled across the ground with a pained yelp from each head. Wasp flew in next, given cover fire by Warpath who was firing like there was no tomorrow with his Ion Displacer. Galvatron took the shots in stride, not even noticing the stings Wasp was firing at him.

Getting tired of being used as a target, he raised his right hand and Wasp and the Ion bullets froze mid-air. Twirling his hand around, he sent them flying at the Avengers, Wasp hitting the ground had if her pained cry was anything. An angered shout came from Warpath as he charged in, ditching the massive cannon so he could use his axe on the dirty slagger. No one hurts his team!

Leaping into the air, Warpath tried to bring the axe down but was blasted across the field thanks to a lightning bolt from Galvatron's palm. The wrecker struck the ground with a loud thump, digging a small trench from the force of the lightning. Hulk, who was still in the fight despite getting hit by a giant fireball, charged at Galvatron but met a similar fate as he was thrown aside like a ragdoll when the gamma hero tried to land a brutal right hook to Galvatron only for him to catch Hulk's fist and toss him aside. The few remaining heroes were not gonna go down so easily.

Or at least that was what they thought.

Raising both his hands, Galvatron sent a massive wave of energy at Megatron, Iron Man, Captain America, Hawkeye, Bumblebee, Black Panther, and Crosshairs. The blast knocked all of them down, sending them all into near unconsciousness. Cap trie to reach for his shield, managing to get a hand on it before a large shadow loomed over him.

"I admire your drive," gloated the Decepticon, a condensed ball of energy formed in his hand. The orb then flashed brightly and formed a violet curved energy sword. Flipping it around in his hand, Galvatron brought the tip of the blade down on the shield. To Steve's shock, the sword penetrated his shield and several cracks of energy snaked their way across the shield. Then in a bright flash, the shield that Cap had been using for the entire second world war, the one he refused to give up and the one that was given to him by someone he really cared about, shattered.

"But I have little time or patience for petty heroic nonsense," stated Galvatron harshly, turning briskly away and headed to the ship away from the super soldier who was still staring at his trusted tool in shock.

But if he could do one thing, it was to hope Nick was back and ready to beat Galvatron.

* * *

 

**_Vector Sigma Vault, Guardian Ship_ **

They were almost there, Nick was going to be back in any second.

The process of restoring Nick was beautiful, streams of energy were forming his Cybertronian Hyper Mode form. Each flow was like a ripple of water, none of the many streams were the same, except in sharing the same cyan glow that managed to hold its own shine despite the clearly brighter Vector Sigma directly behind the Matrix of Leadership. But she really wished the process was a little faster.

"Come on, Nick," pleaded Carol quietly to herself, "don't let me down."

"So, this is the legendary Vector Sigma?" drawled the familiar voice of Galvatron.

Carol spun around to see the Decepticon standing in the vault door, his body radiating the power of the Dark Spark. A dark and angered expression on his face as he saw the form of Nova Prime just behind her.

"Now, step aside so that I may finish what I started." seethed the Decepticon, recreating his energy sword.

"No." stated Carol as she raised his fists, her entire body began glowing with energy, her eyes shining like stars and her hair flowing behind her like fire. With a battle scream, Carol flew right towards Galvatron, the Decepticon charged right towards her, but she wasn't his target. Even as the woman blasted him in the chest with a wide golden beam, he powered right through it and smacked Carol aside.

She hit the ground hard, letting out a pained cry as she pushed herself back to her feet. Lifting her head up to see Galvatron sprinting towards Nova who was nearly fully formed.

"Now you die, Prime!" roared Galvatron as he jumped into the air, sword raised high above his head.

"NO!" screamed Carol in horror, reaching out to stop Galvatron in vain, but it seemed she didn't have to.

Nova's eyes snapped open in a flash at hearing his wife's scream, optics blazing bright blue. Both his hands shot up and to Galvatron's shock and Ms. Marvel's joy, caught the energy sword in between his large hands. Head bowed for only a moment, the Prime locked his attention completely on Galvatron before he spoke.

"Galvatron," stated Nova Prime as his battle mask snapped shut, causing the Decepticon's optics to widen in further shock as his enemy took his sword in one hand and pulled his left back, "Begone."

A thunderous clang erupted in the vault room as Nova slugged Galvatron directly across his faceplate. Not letting up, the Prime smashed his right fist into the Decepticon's faceplate, sending him stumbling back. As Nova was handing Galvatron his silver ass, Ms. Marvel couldn't help but feel overjoyed to see Nick back, but the joy turned to annoyance as she remembered that he owed her a very,  _very,_  long talk after this is said and done. But for the moment, she's just happy her big, brave Prime is back.

After one more punch, Nova sent Galvatron hurtling across the bridge where he smashed against the top of the vault door before he crashed back down. Seeing that his enemy was down for the moment, he turned away from him and turned back to his human form to speak with his wife. Carol noticed that Nick was wearing his costume, which had gone no changes based on what she could see. However, she could see his eyes, and the horrible regret and dispair about what he put her and the Avengers through. So she was not unjustified when she gave Nick an incredibly hard glare and folded her arms across her chest.

"Carol, I-" Nick began but Carol quickly cut him off.

"After we deal with Galvatron, you and I are having a very, very,  _very_ , long discussion about killing yourself to save the world," ordered his wife, her tone not leaving any room for otherwise, something that could only be found in a Prime.

"Yes, dear." replied Nick, a little too hasty for his own liking but after what he put all the Avengers through, a talk was the last thing that he should be given.

An angered growl echoed through the vault, both heroes looked to the entrance to see Galvatron getting back up. His entire body rippled with the dark energy of the Dark Spark. As if on some sort of command, Vector Sigma was retracted back into the storage vault which sealed with a metallic clang, not none of the present beings were paying attention to it; all focus was each other.

"I destroyed you once already, Prime," snarled the Decepticon as he rose to his feet, energy lashing around his hands like fire, "I will do so again."

"Unlike last time, I have something I can trust, something I can count on, and something that you will never understand," retorted Nick, reaching with his left hand to take Carol's. Nick sent some energy to his hand, which Carol mimicked with her right, creating a collection of gold and blue energy.

"What's that?" demanded Galvatron as he fired a titanic beam of energy from both his hands. The teens and lovers were unfazed as they raised their own hands, still grasping each other and actually deflected the beam right back at its owner. Galvatron was sent flying back down the hallway from the vault, his body smoking from the blast as he struggled to get back up. As he raised his head, he saw both Ms. Marvel and Nova hovering in the air just at the entrance to Vector Sigma.

"I have a family and wife I can turn to for help," replied the Prime, glancing to his right to look right at Carol, "it just took me some time to realize that I shouldn't burden myself by keeping secrets and problems from them."

"Are we seriously doing this now?" deadpanned Ms. Marvel, as she gave Nova a questioning stare, "just shoot him."

* * *

 

**_Outside the Guardianship_ **

This sucked; ancient Cybertronian tech is awesome, but it sucks!

Tony groaned as he pushed himself into a sitting position. His armor breaking apart from his body. Looking back, he saw that Galvatron had somehow turned his suit into clay, or a really weak form of pottery as it was incredibly brittle. Around him, the Avengers were not looking so good. The only ones somewhat uninjured were Megatron (who they were going to have a talk with later) and Cap.

Around him, the bodies of Insecticons littered the English coast, ranging from Hercules beetles to the giant Bruisers. The unconscious forms of both Nitro Zeus and Kickback lay sprawled on the ground by the ship. But that really wasn't his concern.

He should really remember that after he and the other Avengers talk with Nick when he gets... wait? Where was Galvatron?

"Avengers, call out," shouted Tony as loud as he could, drawing the attention of the team.

"Had better days, Stark," grunted Warpath as he limped his way over, supporting himself with his axe since his left leg was bent at a bad angle, "had better days."

A low rumble echoed from Dragonstorm as the beast pushed himself up. Despite being created by a multitude of Knights, Dragonstorm was a combination of all their personalities to create a single being with his own mind and thoughts. The Guardian joined the other heroes as they had their own level of injuries.

"We need to get in there and help Ms. Marvel," stated Captain America, keeping his mind on the mission and not his broken tool. However, at the order, Hawkeye only scoffed.

"Sorry to disagree with you old man, but none of us are exactly in any shape to take on a psychopath with a medal that lets him do anything he wants," pointed out the archer as he gestured to each hero. It was true, none of them were in any way capable of taking on Galvatron. Black Panther and Hulk had several burns, Wasp had her arm broken, Iron Man was completely missing his armor, Bumblebee, Jazz, and Crosshairs had numerous dents and breaches in their plating, Bee's hammer had been destroyed, and Megatron only had a very dents and a rather large rent in his chest plating.

But despite this, Cap was still willing to fight, "Regardless, Galvatron is far more powerful than her, we need to-" the super soldier was abruptly cut off when a portion of the Knight exploded, a pained shout broke the once silent air. The heroes and Dragon all turned to see Galvatron, with several scorch marks across his body, come tumbling across the grass. From the smokey side of the ship, both Nova Prime and Ms. Marvel shot out and flew into the air.

"Nick..." breathed Wasp, a smile creeping across her face as she saw the gold and white Cybertronian in all his glory hover down to the ground beside Ms. Marvel, "NICK!"

"Yeah, Prime!" shouted Warpath, never having been so glad to see the big bot.

While the other Avengers cheered their friend on, the Prime's attention was focused on Galvatron. Said Decepticon was rising to his feet, but Nova was not about to let him any chances with a device as destructive as the Dark Spark.

Jets roaring and wings extended, Nova shot into the air right at Galvatron, his right hand extended to grab the Decepticon by the chest. Nova caught him and proceeded to drag the Decepticon through the grass, creating a large trench as he went by. Despite the Dark Spark repairing any damage he received, Galvatron still felt some pain as he was dragged through the dirt by Prime.

Fed up with his punishment, Galvatron managed to kick Prime off him. Nova tumbled through the air, crashing back to the ground with a thud. Before he could attack the Prime, Ms. Marvel came flying in and landed a brutal left cross to Galvatron's faceplate. The impact rattled his processor as the heroine landed two more punches to his faceplate. Now he was getting annoyed.

Swinging his left arm out, Galvatron bat Ms. Marvel away, but she was able to stabilize herself to avoid crashing into Nova. With a brief nod between the two of them, Nova charged towards Galvatron on foot while Carol flew right towards the Decepticon, firing blasts of energy at him. Two small handles emerged from Nova's shoulders and the Prime unsheathed both his katanas.

Shielding his face, Galvatron used his arms to block the bolts of energy slamming into his frame. He would never admit it, but the human female's power was impressive.

Flying in closer, Ms. Marvel swung her fist out, punching Galvatron in the stomach, the Decepticon grunted in annoyance at the hard blow. Carol threw several more punches, each one connecting with his body when suddenly, Galvatron vanished from sight. Ms. Marvel pulled off on her attack, looking around for her target when Nova cried out.

"Carol!" shouted the Prime as he jumped into the air. Looking up, she saw Galvatron flying down at her, energy sword in his hand. A look of absolute fury on his face as he attempted to slash at her with his energy sword had Nova not intercepted him and the two began wrestling across the ground. With a hard kick, Prime was able to put some distance between himself and Galvatron, the latter, who would never admit this but was enjoying the battle against Prime.

"Well met Prime," complimented Galvatron, though, this sign of respect was ultimately hollow as the Decepticon began to gather energy around his body. Lightning and dark energy clashed with each other as they warped around the host's body, pooling together above him to form a massive orb of energy, "but alone you have no chance of defeating me."

"True, which is why I learned a new trick in oblivion," replied Nova cryptically before he turned to Carol, a somewhat regretful expression on his faceplate.

 _'I know, I know I have no right to ask this of you, Carol,'_  began Nova as he spoke through their bond,  _'After everything I put you through, how I lied to you; trust is something I need to earn from you but...will you trust me for this one time?'_

Did he seriously just ask that? Ms. Marvel looked at him in bewilderment; he nearly killed himself, lied to her about the Key, placed a huge responsibility on her shoulders, made her a Prime without her knowing, and now he was asking for her to trust him?! Before, she would have completely told him to get lost after all that, but being around Nick, seeing how much he cared about her and his team, there was no question.

 _'We will have our talk later,'_ stated Ms. Marvel as she directed her attention back on Galvatron.

"I'll take that as a yes, but for now..." replied Nova as he suddenly spread his arms out in front of him, the Matrix of Leadership erupted in a huge flash of light. The nearby Avengers had to shield their eyes from the intensity of the glow while Galvatron had lost his focus and the energy collection stopped. Carol, who was the closest had to shield her eyes, clenching them shut as she raised her arms to also block the glow. However, it was not the light that everyone thought Nova was doing.

The noise of plating shifting, gears turning, and metal reconfiguring itself actually tested Carol's curiosity as she looked at Nova. When she did, her jaw almost dropped. Nova's body had broken down into several pieces, taking the form of...armor? Those armor pieces then flew right towards Carol, each component locked onto her body in different places. The light completely engulfed Ms. Marvel as well, and then in massive pulse, the light began to fade. Looking back, the heroes and Decepticon were greeted with an amazing sight.

"Woah..." breathed Wasp when she saw Ms. Marvel, but Nova was nowhere to be seen.

"Nick..." said Carol as she looked down at herself. Overtop her costume, a sort of armor rested on her body. It was similar to Nick's own costume, with the changes of the cape was now just Carol's scarf and much more feminine.

"Like you said before: 'Just shoot him,'" said Nick, seemingly out of nowhere. However, despite the initial shock, Galvatron was quick to recover.

"You may have learned a new ability, Prime, but I still have the Dark Spark!" shouted Galvatron in fury. HE WOULD NOT BE DEFEATED NOW OR EVER! "NOW DIE!"

Galvatron's chest opened up, revealing the Dark Spark to the world. From the center of the ancient relic, a massive lavender beam shot right towards Carol and Nick. Seeing the beam coming, Carol raised her hands and fired her own blasts, but unlike her normal gold energy blasts, her own powers, combined with Nick's turned the beams pure white. The two projectiles of energy met each other in a massive grudge match, both sides trying to overcome the other.

Galvatron was growling in anger while Carol and Nick pushed as much as they could. They were together, and no one would tear them apart! With a determined grunt, Carol took a step forward, pushing her beams towards Galvatron, who for his stubborn nature refused to give up. Another step was taken and Carol let out a huge scream, the blast of energy completely overpowered Galvatron's.

"NO!" Roared the Decepticon as the Dark Spark's power was beaten and sent right back at him along with a humungous laser from the heroine, "THIS IS NOT MY DESTINY!"

The massive laser collided with Galvatron, his body cracking underneath the power, burning away. With one last defiant roar, the greatest enemy to Nova Prime burned away under the intensity of the laser. The Dark Spark was completely obliterated when Galvatron was destroyed, letting out a violet pulse of energy that shot out from where the Decepticon once stood. Seeing that both threats were gone, Carol stopped the laser and fell to her knees.

"Carol!" cried out Wasp in worry, despite her broken arm, she tried to run over and help her friend up.

As the Avengers approached, Carol's body began to glow and completely be engulfed in a white orb. That orb then began to fade and reveal an exhausted Ms. Marvel and Nicholas Prince.

"Is he gone?" Ms. Marvel asked Nick as she stood up when Nick also did.

"I don't think even he could survive that." replied Nick, but his expression remained hard as he turned to face the Avengers, removing his helmet and lowered his head in shame as he knew what was coming, "alright, let me have it."

"What? Have what?" asked Wasp, not entirely sure what he was talking about.

"The collective scolding that what I did was wrong, insane, stupid, reckless, selfish, how I pushed you all away because of my past, how I should have gone to-" he ranted, trying to get the group to give him what he deserved. He knew that Carol would be particularly sore about what he did, how it might be the end of his relationship with her. But when Nick was cut off by Carol when she pressed her finger against his lips he looked up to see that she had taken off her mask, revealing her crystal blue eyes to him.

"Just shut up and kiss me you beautiful idiot," said Carol as she wrapped her arms around his neck and pulled Nick into a mind-numbing kiss.

The Prime was completely caught off guard, a surprised look on his face but slowly and surely, he returned the embrace. He gently placed his hands on Carol's waist and pulled her closer. Kissing softly, but the message was pretty clear in the kiss: Carol didn't blame him for what he did. Sure she was angry, but she understood why Nick did what he did and forgave him for it.

Wasp let out a little 'aww' as she saw the couple making up. A few Autobots chuckled while Warpath let out a wolf whistle. The action caused the two to end their kiss, though a little hesitant to do so and turned to face the group of heroes. Nick still had one of his hands on Carol's waist, holding her close and refusing to let go.

"Now that's what I call a happy ending," commented Crosshairs as he nudged Tony.

"It's good to have you back, soldier," said Cap, glad to see the Prime back with them.

"As much as I love a good ending," began Hawkeye as he turned to their current 'friend', "what do we do with Megatron?"

"We'll talk about it tomorrow," began Nick as he held Carol a bit closer, "tonight, I think Carol still wants that  _talk_."

"Oh shut up," replied Carol as she poked her finger into his chest, "We are going to talk, but not in  _that_  way."

Nick scratched the back of his head in embarrassment while the heroes laughed at his expense.

It was good to be back.

**_To be Continued..._**


End file.
